


Keeping Time

by akire_yta



Series: companionverse [10]
Category: Bandom, Doctor Who
Genre: Canon Typical Violence, Comment Fic, Crack, Gen, companion!verse, season recast
Language: English
Status: Completed
Published: 2008-06-27
Updated: 2013-08-24
Packaged: 2017-12-24 11:28:19
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 21
Words: 121,017
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/939477
Author URL: https://archiveofourown.org/users/akire_yta/pseuds/akire_yta
Summary: <blockquote class="userstuff">
              <p><i> "You want to take me on a joyride in your wooden spaceship?" </i>The third season of New Who, retold with Spencer Smith, companion.</p>
            </blockquote>





	1. Smith and Smith

**Author's Note:**

> AUTHOR'S NOTES:  
> 1) I have UK spelling. Sorry, not even Spencer and his fine ass could get me to drop the 'u' from colour.  
> 2) The Beeb actually owns most of this fic, particularly the plots and quite a few of the characters. Spencer owns himself. I own the occasional pixel. Please don't a) sue or b) google yourself. Much obliged.
> 
> KUDOS & BLAME:  
> Okay, here's the deal -- this fic is entirely the fault of nova_bright, xsnarkasaurus and sirritwist. It is totally their fault, and they are to take the blame. This fic started as a throw-away scene in a comment thread. 1337 comments (yes, we're big dorks) and six months later, we had the entire third season of New Who rewritten with Spencer Smith, Companion. This was bad enough, but these three then compounded their guilt by insisting I collate the comments and post it as a fic. So please blame them for this, okay?
> 
> But there are two people who take no blame, only my intense gratitude. purpig21 and thepouncer deserve hugs, love, and quite possibly my firstborn for their ridiculously fast work in correcting my American-isms (and I know, I'm not allowed to say the word 'lift' to either of them ever again). Any remaining errors in that regard are entirely my fault.
> 
> All art by the wonderful sirritwist

**Summary for the Chapter:**

> Spencer let go of the breath he had been holding, and followed more slowly. "We're on the fucking moon," he whispered, staring at the sky.

  
Spencer walked across the parking lot with an easy stride. Under the classic cover of hat and sunglasses, he tilted his face to bask in the familiar bright sunshine of Vegas. He'd driven in that morning, mentally planning and re-planning his three-day weekend from recording, only to gleefully throw each idea out. No plans, no schedules. Just time to do whatever took his fancy.

His first whim had been to take his mother out for a surprise lunch. He had arrived at the clinic to discover barely organized chaos, and his mother ensconced behind the reception desk with a stack of records at her elbow and the phone clamped to her ear. Her smile had lit up the room when she spotted him as he slipped in behind a patient whose cough sounded like it came from the grave.

"Please hold," she snapped into the phone, jabbing at the flashing button on the console. "Spencer, honey!" The counter was too high for a real hug, but she managed to get a hand on his shoulder as he leaned over to peck a kiss to her cheek. "What are you doing here?"

"Home for the weekend, thought I'd take you out for a long Friday lunch, but I see..." he waved at the overflowing waiting room. "That you're a little busy."

She rolled her eyes. "I'll be lucky to get five minutes and a sandwich at this rate. Dinner? You’re cooking."

“I’ll buy," he shot back with a grin. He thought about takeout, a DVD, popcorn and ice-cream, and smiled wider.

She laughed. "Since lunch is out, do you have any other plans for this afternoon?" Next to him at the counter, the guy with the cough was glaring at them, but they ignore him effortlessly.

"No." That was when he made the fatal mistake. "Why?"

Spencer crossed the parking lot and entered the antiseptic smell of Mercy Hope Hospital, LV an hour later, wondering ruefully when he’d learn to say ‘no’ to his mother. As he moved through the swinging glass doors, a guy in black biker leathers shouldered his way roughly past him. "Hey, watch it!" Spencer spat as he struggled to regain his balance.

The guy stopped, turned, and Spencer saw his own eyes widen in the reflection of the black helmet. The guy in the helmet turned again just as sharply, like he was driven by gears, and jerked his way over to the elevators. "Weird," Spencer muttered to himself as he shifted his grip on the box of patient files he was carrying, and headed determinedly over to the woman sitting under the ‘Information’ sign. The sooner as he finished this errand, the sooner he could get back to the vital job of doing nothing.

* * * * *

Spencer woke up slowly, groaning. His memories were scrambled -- there had been a clap of thunder like a canon going off. The windows had rattled, and he could have sworn it had started raining _up_ , and then the whole building had starting shaking like there was an earthquake, a big one...

It was dark; the only light the flicker-flash of the fluorescent lights buzzing over his head. Blearily, Spencer looked around, taking in the scattered papers and files, the overturned desk. The administrator's office was wrecked. Spencer was starting to think that maybe he was onto something with his earthquake hypothesis. Wincing, he hauled himself to his feet and looked around for the administrator, people, anything. Beyond the office door he heard someone start screaming. Then a whole chorus.

So not good.

Spencer couldn't see anyone else, so he pushed through the half-open door and into corridor. The screaming grew louder, notes of hysteria and fear clearly audible.

"We're on the moon," someone shouted.

"What the fuck?" Spencer muttered to himself as he turned and walked carefully around the overturned chairs towards the voice. As he passed through a waiting room, he glanced out the window and stopped dead. Outside, it was darker than night, and hanging high in the sky was...was...

"The earth." Spencer felt his throat constrict, his breath caught in his throat. Around him, the fear of the patients was building, growing, becoming an almost tangible thing.

Spencer didn't do fear, not when anger was so much more productive. He stormed down the corridor, pushed open the first door that didn't seem to have anyone screaming behind it, and found himself in another waiting room. The doors to the examination rooms were all open, and the patients and staff were all lined up at the window, staring blankly into space.

"What's happening?" he asked brusquely. Nobody seemed to be taking charge; what was wrong with this place?

"We're on the moon," the orderly all but wailed.

"Thank you, Captain Obvious,” Spencer snapped. “I asked what was happening? Why are we on the moon?" He looked out the windows and over the cold lunarscape. "And why are we still fucking breathing?" Balancing a hip against the windowsill, he reached for the latch. Three bodies threw themselves against him, and Spencer flung his arms out to stop himself from smashing into the wall. He glared at them.

"We'll die," the woman shrieked.

Spencer sighed and bit back the comment that was on the tip of his tongue. Forcing himself to remain calm, he spoke in his most patient voice. "This place isn't exactly airtight. If the air was going to go, it would be gone already and we'd be _dead_. But it hasn't, and we're not, and I'd like to find out how so I can continue _breathing_."

The flimsy privacy curtain that was drawn around one of the beds was flung dramatically back. "Good," a voice noted approvingly. "Excellent, in fact. You are?"

Spencer lifted his chin to the newcomer. Skinny pants, red chucks, stick figure. He'd have said 'scene kid' except for the fact that this guy looked older than Zack. But not as old as his mom. "Spencer," he answered coolly. "Spencer Smith. And you?"

Skinny didn't answer. "I'd like to know why we're breathing too. Is there a balcony or something on this level?"

"How the fuck would I know> Do I look like I work here?"

Skinny looked him up and down. "No. But everyone who does is in hysterics. Come on, Spencer Smith," he said, lips smacking over the sibilants in his name. "The earthlight is glorious, and it's stopped raining." He was definitely leering now. "Wanna take a stroll?"

Spencer was not going to be out-cooled by a thirty year old scenster. "There's balconies all over this place, I'm sure we can find one if we look."

Skinny all but bounced in place. "Come on," he said. "Not you," he added snippily as the orderly turned with them. "You'd only hold us up."

Spencer pursed his lips and followed.

* * * * *

They found a balcony entrance five doors down. No one was there to witness their strange two-man procession as they came to a stop in front of the cheap double doors.

"Ready?"

Spencer wrapped his hand around the handle, took a deep breath, and pushed. Beside him, Skinny pushed his own door open in tandem with Spencer, before letting his momentum carry him across the threshold. Skinny’s sneakers made a slight rasping noise on the concrete, an over-loud noise in the unnatural silence outside.

Spencer let go of the breath he had been holding, and followed more slowly. "We're on the fucking moon," he whispered, staring at the sky. Somehow, he kept forgetting, then he looked up at the Earth and the fact slapped itself across his consciousness all over again. "It's beautiful," he added before he could stop himself. Skinny was looking around eagerly, bouncing on his toes like Brendon did, and at Spencer's words he half-turned and gave up a small almost-smile that was so achingly Ryan that Spencer's throat seized. "Can we get ba- I mean, how..." He closed his eyes, feeling the floor spin for a sickening second beneath him. "Will I see them again? Fuck, I'm supposed to be recording an album, but I'm in a hospital on the moon!"

When he opened his eyes again, Skinny was looking at him, concern ghosting between the freckles scattered across his face. "You okay?"

Spencer jerked and pulled himself together with an effort of will. "Yeah, yeah." His voice cracked slightly, and he coughed to cover it up. "Fine." He forced himself to look around. "So, I have questions."

Skinny grinned. "I bet you do. That was a hydrogen scoop, by the way. The rain? Part of the process. Scooped us up, dumped us on the moon."

"Why the moon?"

Skinny shrugged. "Neutral territory." It's half statement, half-question, like Skinny is figuring it out as he goes.

Spencer exhaled on a sigh (air! on the moon!), put a hand on his hip and pinned Skinny with a glare. "Listen, what is your name? I can't just keep calling you ‘Skinny’."

Skinny laughed. "I like that!" The laugh settled into a guarded smile, and Spencer again felt the echo of Ryan, all sharp edges and closely guarded moments. "I'm the Doctor."

"Just the Doctor?" He hummed a few bars of 'Doctor, Doctor' in mockery. "No last name? And what..." he took in the suit. "No scrubs, no lab coat, but you look too young to be a consultant. You don't work here, do you?"

"Yes, none you can pronounce, no, nope, thank you, I'm flattered, and no." He said the last no with over-enunciated clarity. Spencer amped up the glare a notch and the Doctor's smile buckled a tiny bit. "Just the Doctor. And I'm thinking..." He bent down to scoop up a loose chunk of concrete off the floor. The Doctor’s easy overarm toss sent it flying out off the balcony to hit something with an audible ping and a little flash of light. "We're in a force-field bubble."

Spencer stared at the fading afterimage of the flash. "Bubble." He looked over his shoulder at the Doctor. "So, no fresh air? What happens when the air in the bubble runs out?"

The Doctor was staring over the balcony, eyes running up the walls of the hospital on either side. "How many people here?"

Spencer rolled his eyes. "Again, do I look like I work here?" The Doctor's head snapped around to pin Spencer with a look. "I don't know,” Spencer said with an uneasy shrug. “Maybe a thousand?"

The Doctor's eyes were focused on some point beyond Spencer now. "A thousand people, suffocating."

Spencer couldn’t help the little shudder that ran up his spine. "Why? Why kill a thousand people by sending them to the fucking moon?"

The Doctor's answer was cut off by the massive dark shape of a spaceship coming between them and the earth.

The doors thumped softly as the Doctor yanked them open. Spencer took one last look at the dark silhouettes in front of the glowing planet, than ran to catch up.

* * * *

"Oh look, you've got a little shop. I like a little shop."

Spencer glanced down at the gift shop and felt his brow furrow slightly. "Question: was that the mental ward I busted you out of?"

The Doctor frowned playfully at him. "What? Not every hospital has a little shop."

Spencer rolled his eyes, reached over and grabbed the Doctor's chin. Yanking a little harder than strictly necessary, he pulled the other man's face down and forward over the edge of the balcony that was shielding them from view. "Yes, when faced with a choice between talking about a news stand and an army of giant space rhinos in fetish gear, I would want to talk about the shop." Satisfied the Doctor was finally paying attention, he let go. "Who are they? Fuck that, what are they?"

The Doctor raised one eyebrow at the profanity, but he answered seriously. "They're called the Judoon. They're like interplanetary police...no, not police, they're more like thugs." The Doctor looked sideways at Spencer again, the hint of a smile playing across his lips. "And how do you know what fetish gear looks like?"

Spencer wasn't going to be outplayed. "Born and raised in Vegas,” he said dismissively as he risked another look over the railing. “So, they're bad cops, and stop me if I'm way off base, but I'm thinking that they might somehow be connected to us landing on the damned Moon."

The Doctor nodded. "Yes, that's a fair guess. Sarcastic, but fair." Keeping low, he moved around the corner, peeking cautiously up for another look.

Spencer followed. "Ten million dollar question: why?"

The Doctor's eyes were darting everywhere as he tried to take in the entire lobby at once. "They're making a catalogue. That means they're after something non-human. Which is very bad news for me."

"Why?"

The Doctor just turned and looked at him meaningfully.

"Oh, now who's being sarcastic!"

The Doctor raised one eyebrow into a perfect arch.

"Did Gabe put you up to this?"

"Come on." Moving easily on sneakered feet, The Doctor slipped past Spencer, heading towards the patient rooms. Spencer had half a mind just to sit there til the crazy wore off, but curiousity was already pushing him up and after the Doctor.

He moved quickly, and Spencer had to rush to keep up. He finally caught up with the other man at one of the larger nurses’ stations on the fourth floor. The Doctor was hunched over one of the computers, waving something in front of the monitor. Spencer watched him for a moment, trying to make sense of what he was seeing. "Is that a rave light? What is that?"

"Sonic screwdriver," was the distracted response.

Space rhinos and crazy people. His day just kept getting better. "Sarcastic pot, meet crazy kettle."

The Doctor looked...hurt, almost, like Spencer had stung his pride. "No, really." He held it up. "It's a screwdriver, and it's sonic."

"Is it time for your meds yet?" Spencer snorted.

"Listen, you stop being so sarcastic and I'll stop thinking you're an idiot, okay?"

"Ouch," Spencer deadpanned, but really -- that stung.

"Good," the Doctor shot back in a perfect mimic of Spencer’s tone of voice. The effect was shattered when he let out a frustrated "Gah!" and slapped the monitor so hard Spencer's own hand tingled in sympathetic response. "The Judoon have already locked it down." He ran his hands through his hair, leaving chaotic spikes in their wake. "I was just wandering past, I swear, I wasn't looking for trouble..." Spencer couldn't drag his eyes off the hair -- it was almost cartoon crazy. Like, so crazy it was beyond real.

"...so I checked myself in thinking it was inside the hospital. Turns out it was the Judoon up above..." Spencer mentally reran the last few seconds of the rant. Infiltration? That was kinda cool, actually.

"Back to my million dollar question, then: why? What do they want?"

The Doctor was typing, banging at the keys with an intensity that was somehow captivating. "Something that looks human but isn't."

"Couldn't they have just hung some 'Wanted' signs?"

Spencer was looking this time, he just caught the slight twitch of a smirk suppressed. "It could be a shape-changer."

"Are you?"

"What, a shape-changer?"

"What they're looking for. Since you're, y'know..." Spencer made heavy, dramatic air-quotes with his fingers. "Not Human."

That was definitely a twitch. "Bad news for you if I am." Both of then jumped slightly when the screen flickered and went from standard white and blue to a harsh red and brown. "Oh..."

"Fuck," Spencer supplied.

"Yes, that too. They've wiped the records. Oh..."

"Shit."

The Doctor looked at him. "Life and death situation here. Could you at least look appropriately serious?"

Spencer shrugged. "For you, maybe. Me, I'm as human as they come, as is everyone else but the 'transgressor.'" He tried to imitate the head rhino, but couldn't get his voice deep enough. "Sucks to be you, but once they find him, her, or it, they'll let us go, right?"

The Doctor paused in prying open the computer monitor to stare at him. "Or they could declare this hospital guilty of harbouring a fugitive and execute us all."

Spencer felt his eyes widen. "What, all of us?"

"Got an appropriate swear word for that?"

Spencer flipped him off. "What if we help find whatever they're looking for? Will that help? What are they looking for, anyway?"

The Doctor was buzzing the hard drive with that strange light. "Any patient admitted in the last few days with unusual symptoms. Come on, this is the age of Microsoft." Spencer realized that last bit was directed not at him but at the computer. "Everyone backs up, right?"

Spencer touched his arm. "Old school."

"What?"

"Paper archives. They're just down the hall from your mental ward. We can probably find a copy of their chart there. Or in the consultant suites. My mom is always bitching about how they want everything printed out. I can go check." At the Doctor's vague nod, he turned and half-ran back up the corridor.

Spencer started with the consultant suites, since he was already on the right floor. Pushing through the swinging doors, he switched from hard, squeaky linoleum to carpet. The distant yells and screams of people being 'catalogued' faded somewhat as the heavy faux-wood door swung shut behind him. Reading the name on the plate as he gave a cursory knock, Spencer turned the handle and let himself in. "Mr Stoker? Hello?"

He found himself looking up at his own reflection in the same black helmet that had nearly knocked him over earlier. Spencer took in a second motorcyclist (seriously, what was with the bondage theme?) before a small blue-rinsed head popped up from behind the desk holding a straw.

Check that: a bloody straw.

Spencer turned tail and bolted. Pelting through the second door and back into the public corridors, Spencer dodged right, skidded around a corner and slammed straight into a pinstriped suit that was becoming damn familiar.

The Doctor caught him, beaming. "I restored the backup!"

"I found her!" Spencer's words tumbled over the Doctors.

"You did what?" In answer, the door behind Spencer blew out and one of the bikers staggered through. The helmet turned, and even though Spencer couldn't see his eyes, he knew it was tracking him.

"Run!" Pulling on his hand, the Doctor almost towed Spencer for several steps until he finally got his feet under him. Breathing hard, Spencer ran.

The Doctor broke grip as they hit the stairs, bouncing off the railings as they took the downward turn at a flat run. Spencer saw the Doctor haul up, managed to adjust his own course just in time, and they were off again down another corridor. Spencer just caught sight of the Judoon marching up before they were through another door and barrelling down a somewhat emptier corridor. A sign flashed past his face: ultrasound. Somewhere in Radiology, maybe? He wasn't sure if the Doctor was headed anywhere in particular, but Spencer didn't care as long as that guy in the biker leathers didn't catch up.

He hadn't seen a weapon, or anything, really, but some deep instinct told him that getting caught would be a terminally bad idea.

Ahead of him, the Doctor glanced back. Spencer focused on breathing, his legs pumping, sure he could hear their pursuers still behind them. They took a corner, then another. Ahead, the Doctor put on a small burst of speed before turning, almost stopping dead. Spencer couldn't help it, he smashed into the Doctor's body, but the other man angled into it, using Spencer's own momentum to fling him through the door.

The Doctor leapt after him, slamming the door shut before whipping out the sonic screwdriver. Spencer barely had a chance to catch his breath before the Doctor was all but manhandling him into the shielded booth.

"When I say now, press the button."

"I don't know which one!"

"Then find out." The Doctor turned and all but bolted over to the machine mounted in the other end of the room.

Spencer looked around wildly, trying to think over the pounding of his heart, the rasping of his breath, and the growing fear as he realized he was trapped in a small room with a maniac while a murderous motorcyclist was pounding on the door.

His eyes lit on a thick binder labelled 'manual.' Spencer seized it and started flicking rapidly through the pages, his eyes barely taking in the technical diagrams and lines of indecipherable jargon.

"NOW!"

Spencer tossed the manual, hit the biggest button he could see, and closed his eyes. Arctic flashes of light burned bright, and he threw up his arm instinctively. The light died away, and tentatively, Spencer risked opening his eyes. Nothing. Slowly, he inched back out into the main room.

A corpse of pure leather lay on the floor between Spencer and an idiot in a blue suit babbling about radiation in the nursery as he hopped on one foot.

And this wasn't even the weirdest part of Spencer's day. He decided to roll with it.

With a triumphant little cheer, the Doctor hauled off one red shoe and slammed it in the bio-hazard bin. Spencer raised an eyebrow at this blatant shoe abuse.

The Doctor nodded. "You're right." He hauled off his other shoe and sent it to be with its brother. "Barefoot on the moon," he crowed. His toes damn well wriggled.

Spencer considered this. "I have an idea. How about you try sarcasm and I'll think you're an idiot. How about it?"

The Doctor positively beamed at him. "Oh, but you're doing so well, Spencer Smith."

Spencer glanced down at the -- what had he called it, slab? "It was working for that woman. I saw her when I was looking for Records. She was bugging the nurses." He half-closed his eyes as he mentally replaced the snippet of casually overheard conversation. "Mrs Finnegan, the nurse called her. Mrs Finnegan the alien, maybe?" He looked up when his moment of brilliant deducting garnered no response. The Doctor was pulling something charred and mangled out of the x-ray machine. "Doctor?"

"My sonic screwdriver." Was he...he was fucking pouting. "I loved my sonic screwdriver."

"GODDAMN FUCK SHIT DAMN MOTHERFUCKER." Spencer said as loudly as he dared. The Doctor's head snapped up, his eyes focusing as he returned to the situation at hand. "Now that I have your attention..." Spencer trailed off meaningfully.

"Right!" The once-beloved sonic screwdriver was tossed over his shoulder like a broken drumstick. "Sorry."

"She had a bloody straw. Really finicky vampire-style. Mean anything?"

"Funny time to take a snack, you'd think she'd be hiding..." Spencer took half a step back as the cogs visibly started to turn. "Yes! Shape changer, internal shape changer. She wasn't drinking blood, she was assimilating it. If she can mimic it, she'll register as human. We've got to show the Judoon, come on."

The Doctor's hand was warm and dry as he took Spencer's. Spencer was ready this time to run. The corridors flashed by, the noise of people becoming louder as they got closer to the more populated areas.

The Doctor slowed, gesturing for silence when Spencer opened his mouth to speak. He edged towards the end of the corridor, crouching down to peer around. Spencer tiptoed closer, and the Doctor glanced over his shoulder, waving his hand.

Obediently, Spencer ducked into a crouch, peering out around the Doctor. The next corridor was empty of either slabs or Judoon. “All clear,” he whispered.

“Shh,” the Doctor hissed.

Spencer waited impatiently, his legs complaining about the awkward position as the minutes ticked by. “So, umm,” he asked in the quietest whisper he could manage. “What’s the plan? Find the alien, then you call in the cavalry or something? Ride her out of town?”

The Doctor craned his neck to glare witheringly at Spencer. “Uh,” he grunted in disgust. “Typical humans.”

Spencer blinked as the Doctor stood up and moved into the corridor, this time not taking his hand. Somehow hiding from the second slab had turned into an exchange of insults. All he had wanted to know was whether The Doctor had any handy tactical support waiting in the wings. And the way he had said 'humans.' Spencer planted his hands on the floor to steady himself as he rose to his feet. "I'm still not convinced you're an alien."

He looked up just in time to see a Judoon point a scanner into the Doctor's face. Spencer was too shocked to even swear. How had something that big moved so quietly? He was so close Spencer could have just reached out and touched him. It. Whatever the fuck it was.

The scanner blipped, and Spencer watched with abstract fascination as those rhino lips moved out of synch to the syllables. "Non-human."

Spencer blinked. "Holy shit."

The Doctor's hand was in his. "And again." His body bypassed his brain, and Spencer found himself running, hand in hand with a crazy person, from giant space rhinos.

Who were shooting laser beams at him. He found an extra surge of speed as the blasts scorched the plaster over his head. Their hand hold broke again as they hit the stairs.

Marching sounded impressive and dramatic and threatening, but it had nothing on a good sprint. Spencer followed the Doctor through another door and waited a beat as he snipped the lock behind them before opening the door on the far side. A quick check, and they were through, walking as casually as pickpockets through the hospital.

A hospital where people were slumped on the walls and drooping off chairs.

Ahead, the Doctor was talking. "They've done this floor, come on."

"The people," Spencer panted. "Did the Judoon do this?" He looked down at a young doctor administering oxygen to a dark-haired girl. "The air. Oh god, it's the air." The doctor, a woman, looked up at him, her cheeks stained with dry tears.

"Do you know if there are any more tanks? This is the last one, and there are still people on this floor who need it."

Spencer had to force himself not to look away. "I'm sorry," he murmured.

"How about you?" Spencer looked up too fast into the Doctor's look of fierce concern. "How are you holding up?"

Spencer paused, took stock of himself. He knew this buzz intimately. "Running on adrenaline. I'm okay."

The Doctor nodded, and Spencer was inexplicably relieved the Doctor took him at his word. "Welcome to my world. Where was this office, where you found it?"

Spencer took the lead.

* * * *

It was the first time Spencer had ever touched a dead body. It was probably a pointless waste of time, but Spencer couldn't leave the consultant lying there, staring blankly at the ceiling. It seemed wrong, somehow.

Improper.

The Doctor said nothing, just waited until Spencer was done, then led them silently back out into the hospital. Spencer looked left and right, double checking for slabs or Judoon, or whatever other freakiness this place had in store.

Beside him, the Doctor was muttering "What would I do?" He snatched a sharp breath, reminding Spencer of the growing burn in his own lungs. "Oh, she's as clever as me. Well, almost."

Spencer shook his head. "I may be sarcastic, but at least my ego can fit through the door." Spencer had barely finished speaking before the double doors at the end of the corridor burst open, and a platoon of Judoon marched through. Spencer couldn't hear all of what they were saying, though the word 'EXECUTE' gave him the general gist of where this was all heading.

He looked around, but they were in the middle of one of the most populated sections. No where to run.

The Doctor was in his face suddenly, blocking out his view of the approaching rhinos. "Listen, Spencer, I need time. You've gotta hold them up."

Spencer gaped at him. "Sorry, I left my alien rhino repellent in my other pocket."

The Doctor glared at him in amazement. "I'm trying to save a thousand lives here. Are you going to help or not?"

Spencer got with the program. "Well, tell me how I can stop THAT!" he demanded, waving his arm at the platoon.

The Doctor's hands latched on to either side of Spencer's head. "Listen, this means nothing, okay, nothing!"

Spencer opened his mouth to speak, but the Doctor just hauled him in for a kiss. A kiss with tongue.

Spencer hung there for a breathless moment, then the Doctor was gone in a swirl of pin-stripes and bare feet.

Spencer puffed out a breath and licked his lips. "Okay, he definitely knows Gabe."

The rhinos bore down on him, marching in two-four time. Spencer shook himself out, squared his shoulders, and held his ground. "I know who you want."

The rhino just shoved that blue light in his face. ‘Think human thoughts’ ran on a ridiculous loop through Spencer’s mind as the machine buzzed two inches from his nose.

The rubbery Rhino lips moved in strange patterns to his voice. "Human...wait, non-human trace suspected...confirmed."

Fucking kiss. He's probably got some funky alien STD now. Spencer couldn't fight, didn't even try, as the rhino swept him into the wall and pinned him there with a lazy bat of an arm which was seriously as big as Spencer's torso.

"Deep scan authorized."

Spencer rolled his eyes. ‘When I catch up with him,’ he thought as he closed his eyes and waited for the rhinos to finish with him. ‘I am going to fucking skin his little alien hide.’

The scan dragged on for agonizing minutes before finally, finally, he heard the scanner bleep one final time and fall silent. Hopefully, that was enough time for the Doctor to pull of whatever insanity he had run off to do.

"Confirm, human." The paw holding him against the wall fell away, and Spencer tugged his shirt straight.

"Glad to hear it, rhino boy."

In response, the Judoon grabbed his wrist with surprising delicacy, and dragged something slightly slimy across the back of his hand. Spencer looked down at it, blinking.

"Wait, all that...for something I could have mocked up myself in five seconds with a fucking sharpie?"

The rhino ignored him, though Spencer swore for a second the rhino face looked pissed. "You will need this." Something the size and shape of a CD insert was shoved into his hand.

Spencer flicked through it, but the symbols made no sense. "What's this?"

"Compensation. Continue the search!"

Spencer shoved the ticket in his back pocket and dashed after the marching Judoon. He had a feeling that wherever the Doctor was, he would be causing the kind of trouble that attracted the cops.

The platoon split into two groups, and Spencer followed the group that went right for a minute, watching them check patients for the length of the corridor before giving up and doubling back, chasing the deep basso voices through the maze of corridors.

He ran through the door to the MRI suite just in time to hear one of the Judoon ponderously declare: "Deceased."

Spencer pushed through the massive bodies, slipping between the gaps, trying to get to the skinny shape collapsed on the floor. He couldn't... they were wrong, they had to be. A meaty hand landed on his shoulder so hard Spencer felt his collarbone creak. He stood there, pinned to the spot, boiling with rage at the fucking alien in her little old lady disguise, as the rhino intoned "Case closed."

"WHAT?" Spencer yelled. Yelled at the alien rhinos with guns. But he was too pumped up on adrenaline and fear and anger to care. "She fucking killed him!"

"Judoon have no jurisdiction over human crimes."

"But she's not..." Spencer's eyes lit up as he put the pieces together. An alien who mimics blood chemistry. An alien...who had just fed on an alien. With a vicious grin, Spencer flicked a scanner out of the holster of the Judoon next to him and beamed that blue light right between her eyes. He may have twirled it a little. What the fuck, there were no witnesses who mattered anymore.

The scanner beeped. "Human my ass, bitch."

Spencer stepped back as the Judoon all drew their weapons and the creature’s crimes were read out. He couldn’t stop staring at the Doctor's body. He didn't look dead, more like he was just deeply asleep...Spencer ducked his head and swallowed the sound bubbling up in his throat. The crazy, crazy bastard had given his life to lead the Judoon here, to save the hospital. To save a bunch of humans.

He flinched as the air filled with laser beams, ducking down and crawling between giant boots to get to the Doctor, as over by the scanner, the alien in the disguise of the old woman screeched out a speech worthy of a Bond villain.

She died like that, her body vaporizing into dust.

"Case closed,” a booming voice intoned like a bell.

Spencer coughed, the air burning in his lungs. "Like hell. Bad guys don't go down screaming like that without a plan B." An electric crackle snapped behind him, and he looked around as the smell of ozone filled the air. He pointed at it, but the Judoon ignored him, turning smartly on the spot.

"COWARDS," Spencer screamed as the rhinos marched out of the room, double-time. They didn't so much as look back. "FUCK YOU WE'RE GONNA DIE AND ITS ALL YOUR FAULT."

His curses bounced against the door as it slammed shut behind them.

Spencer dropped to his knees beside the Doctor's body, and laid his fingers against the other man's pulse. Nothing, but his skin was still warm and he had colour, not like the consultant. How long had it been since he had been attacked by the Plasmavore?

"Shit, think," he muttered to himself. "You saw this on the Discovery channel. Oh fuck it." Spencer drew as deep a breath as he could, then another. He could taste the thinness of the air now, stale and dry.

"Payback for earlier," he muttered. One last breath and he pressed his lips to the Doctor's and forced an exhalation. Sitting up, he pressed his hands together, one on top of the other, and...

What side was the heart on, again? Shit, what side was an alien heart on? Did they have hearts? Cursing mentally, too breathless to speak, he pumped five hard presses on one side of the sternum, then the other. That had to get something. Another shuddering lungful, another exchange of air, another five by five.

It was getting harder to breath at all. It felt like his own lungs were going to implode, but he forced in as much as he could, passed on a third mouthful. Beneath his lips, the Doctor trembled, convulsed, and sputtered out an exhalation.

Spencer grimaced and sat up, but somehow missed and ended up on the floor. "Ewww," he gasped.

The Doctor rolled onto his side, and Spencer could see his eyes were burning red, his lips still slightly blue. He was gasping, mouth moving silently as he struggled for oxygen too.

Spencer managed to lift an arm, wave vaguely at the scanner. Then the world went black.

* * * * *

Spencer sat on the tailgate of the ambulance, the oxygen mask in his lap, as he watched patients and staff continue to stream out of the hospital. A paramedic approached, tilted her head once in consideration, then took the oxygen over to another patient.

Spencer sat back, letting the sunshine and the warm breeze play over his face. In his mind, a series of disjointed images played out -- bright lights, the sense of being carried, a warm hand on his forehead.

"Spencer!" Spence looked up as his mother pressed through the crowd of people and bundled him up in her arms. He pulled her close and kissed her cheek.

"I'm okay, really."

His mother pulled back long enough to study his face before tugging him close again. She started talking, explaining what she had seen and heard. Spencer let the words wash over him as he held her.

A flicker of familiar blue caught his eye, and he saw the Doctor wave once, half-salute, half-salutation, before vanishing into the crowd.

Spencer smiled. "Hey mom, it's okay. Come on, take-out and a DVD, you promised. Okay?"

* * * * *

Spencer followed his old school friends out of the club and wondered again why he was here. The phone call had come just as the end credits were rolling, his mother half-asleep under a blanket on the couch.

He was trying to bow out of the invitation when she reached out and taken the phone from his hand. "Chris, is that you? This is Spencer's mother. He'll be ready in half an hour. Have him home in time to cook me breakfast." She hung up and tossed the phone back to him. "Don't look at me like that. You've been a bundle of nervous energy all night, and goodness knows the last time you saw Chris. So go out, have fun, dance with pretty girls. Go on, shoo."

Somehow, he didn't think her idea of a good night out included watching Chris, his girlfriend, his ex, and some guy he vaguely remembered from homeroom all shouting it out on the street corner. Spencer leaned against the wall and watched the show, the throb of the music from inside riding up his body everywhere it touched the wall.

He was bored. He was bored and full of energy, but going back inside alone was about as appealing as watching Chris try to follow everyone at once. He wasn't even sure what it was all about -- this wasn't his scene any more. He stuck his hands in his pockets, felt the smooth plastic curves of his sidekick, and contemplated texting Ryan a blow-by-blow commentary.

"Baby, please!" Spencer looked up, wondering whether it was the current or the ex- Chris was pleading with, and caught movement across the street.

Slipping his sidekick back into his pocket, Spencer pushed off the wall and crossed the street. The Doctor smiled and ducked into a dark alley.

Spencer followed. "You know," he said by way of greeting, waving a hand to take in their surroundings. "This could be misinterpreted." He had to fight not to smile as the Doctor grinned at him.

"Well, if you feel your good name is being besmirched Spencer Smith," and again, the Doctor curved his mouth around the S's like he was tasting them. "You can always call for help. Mind you, you'd have to really scream to be heard over that lot." The Doctor flicked his hand casually in the direction of the echoing yells of the Chris soap opera.

Spencer did laugh at that, taking two steps closer to the Doctor. "You know, we never were properly introduced. You know I'm Spencer Smith, good human boy. And you?"

"The Doctor. Time Lord." The grin was wicked. "And I _try_ to be good."

"If you can't be good, be fabulous," Spencer agreed, taking another step forward. "Time Lord. Title or species?"

This time, the Doctor made a see-saw motion with his hands. "Interchangeable, really."

Another step forward. "So let me get this straight. You're an intergalactic John Wayne, an alien with no name, who runs around space -- and time," he tried out, and got an approving nod in return. "Who saw trouble brewing and went 'I'd like some of that?'"

The Doctor burst out laughing. "Not quite, but close enough."

"And, what, in between saving thousands of people, you lurk in skanky back alleys?"

The Doctor made a show of looking around as if seeing their surroundings for the first time. "Weeellll, I have seen more interesting back alleys, sure." He lifted his chin and pinned Spencer with a look. "Wanna go see?"

"What?"

"One trip, Spencer Smith. As a thank you for saving my life."

Spencer felt a faint blush warm his cheeks. "Oh, that."

The Doctor damn near leered at him. "Yes, that."

Oh no, Spencer was not going to be played like a little boy. "Is that your spaceship?" He took two more steps forward and rapped his knuckles against it. "You want to take me on a joyride in your _wooden_ spaceship?"

The Doctor nodded.

"Sure."

"Okay." Obviously, the Doctor wasn't expecting that. Spencer felt a little buzz of pride at getting one over him. "One trip. Hop in." He pushed the door open and stepped aside.

"Just as long as we're back by morning, I promised I'd make my mother breakf-" He trailed off as he took in the cavernous interior of the little wooden box.

"Oh, we can cross the universe before morning, Spencer Smith. Anywhere in space, anywhere in time. Pick a destination. It's your treat."

Spencer glanced sideways and grit his teeth. Score one for the Doctor, but he wasn't out of the game yet. Forcing himself to stroll casually up the ramp towards what looked like a central control space, he unzipped his jacket and tossed it over the railing like he owned the place. Sprawling on a seat that looked like it was stolen from a dentist's office, he fixed the Doctor with a laconic stare. "Anywhere, before breakfast?"

The Doctor met his unspoken challenge. "Any preferences, Mr Smith?"

"Not really. Know any good spots?" Spencer didn't wait for a response, he just waved one hand languidly. "Then drive on."

The Doctor grinned, leaned against the console. With one hand jammed in his pocket, he danced the other across the dials and knobs. With a waggle of his eyebrows, the Doctor grinned and threw a lever. "Welcome aboard, Spencer Smith."

The jolt of take off threw Spencer to the floor.


	2. The Shakespeare Code

**Summary for the Chapter:**

> "No, wait. England? We're in England. In -- in the past? We’re in the fucking past?"

The landing, if he could call it that, was even bumpier than take-off. Spencer hauled himself up off the floor for the second time in less than a minute. "Where'd you learn to drive, Los Angeles?" 

The Doctor was too busy rushing about to answer. "Come on, come on," he yelled cheerfully, scooping up Spencer's jacket and tossing it to him. "One trip, and one trip only, so make the most of it." He barrelled down the ramp and flattened his back against the door. His eyes danced. "Outside this door is a whole 'nother world."

Spencer shrugged himself into his jacket and produced his best 'bored now' face. "Come on then. Impress me."

With a wicked grin, the Doctor pushed the door open just a crack and stepped aside. Outside, Spencer could hear the bustle of a crowd.

This was the moment of truth -- either he had just traveled through space and time with an alien, or he was the dumbest mark ever to live.

Spencer opened the door.

He breathed out slowly, trying to take it all in at once. "Where are we?" He looked around at the architecture, the costumes, the sights and the sounds and...Oh god, the smells. "No, wait. England? We're in England. In -- in the past? We’re in the fucking _past_?" Spencer didn't care he was sounding like a wide-eyed six year old. 

He'd just traveled through space and time.

"I'd say we're in -- oh, 1599? Give or take. Elizabethan England in all its glory." The Doctor had his hands jammed in his pockets and was radiating a quiet smugness -- which vanished at a yell from above. Whatever was shouted had the Doctor leaping back, pulling Spencer with him.

A pile of shit -- literal shit -- splattered on the cobblestones in front of him. Spencer blinked. 

"Sorry about that," the Doctor muttered as he guided them around the mess on the cobblestones.

Spencer waved his hands. "It's okay. I've seen worse on the Academy bus the morning after."

The Doctor turned, walking backwards so he could face Spencer as they strolled into the Elizabethan crowd. "Spencer Smith, you sound like you lead a very unusual life. For a human."

"You can keep those human cracks to yourself, thank you.” He gestured at the bustling crowd. “We've got you outnumbered, for one."

He was expected a zinging barb in return, but the Doctor just swung around and walked ahead. Spencer wished he could see the other man's face; he'd said something that had hit a nerve, but Spencer wasn't sure if an apology would just make it worse.

He was, after all, a literal alien. It could be anything. "Hang on," Spencer asked as a second thought voiced itself inside his head. "Are we okay here, you and me." The Doctor stopped and turned to stare at him, a frown creasing his brow. "I mean, it's not as if we belong. Isn’t there, like, a paradox or something? What can we do?"

"Just walk around like you own the place, works for me."

Spencer blinked, laughed, and lengthened his stride to catch up to the Doctor. "So, all of time and space, you pick Elizabethan England. Why?"

The Doctor bounced mid-stride. "Well, I promised something nice, as a thankyou. So I thought, why not catch a show…” he strolled around a corner and lifted his chin to gesture at a building which towered over the nearby structures. "Perhaps in the shiny new Globe Theatre."

"The real one?"

The Doctor beamed like a madman. "Original and whole, accept no imitations. Just a little white lie in advertising, it's not a real globe, more a tetra decagon -- fourteen sides,” he added in a babbling rush. “But,” he finished. “It does, in truth, contain the man himself."

Even Spencer was enough of a lit geek to know the answer. "William Shakespeare. You brought me to see William fucking Shakespeare!"

The Doctor just beamed brighter. "Mr Smith, care to join me for an evening at the theatre?"

Spencer smirked. "You're buying the popcorn." With a laugh, they strode out and joined the stream of people flooding into the building.

* * * * *

Spencer's feet were aching, his back was sore, he still felt a bit raspy after the whole oxygen-deprivation-on-the-moon thing, everyone around he hadn't had a bath this decade, his hands were stinging from clapping so hard, and he couldn’t stop smiling.

"That was amazing!" Spencer wished he could have recorded it, made notes or something. The stage-craft, the words -- it was nothing like what he vaguely remembered from high school English. He was finally beginning to grasp the fascination Shakespeare held for some people.

Speaking of, where was he? "Where's Shakespeare? The author? Where's the author?" He realized he was shouting into the crowd. He wrinkled his nose in thought. "Playwright?” he tried out in a more normal voice. “Does he even come out after a show here," he asked the Doctor.

"Author!" Someone behind him shouted, cutting off the Doctor’s reply. The sound moved forward, picking up voices.

Next to him, the Doctor made a face. "Guess we're about to find out."

As if his words were an invocation, the curtain was flung dramatically back and a lithe young man leapt onto the stage with the energy of a natural showman.

"Shakespeare?" Spencer asked. "Wow. He should ditch the ruff permanently. I mean, seriously, wow." He looked up into the Doctor's unreadable expression. "What?” he shot back, stung. “I'm comfortable in my sexuality."

It was loud in the theatre, the crowd in a frenzy with the arrival of their hero, but Spencer was sure he heard the Doctor mutter 'not another one.' Spencer chose to ignore him, and instead focused on Shakespeare -- William Shakespeare, right in front of him! He and the Doctor could bicker later.

It seemed the Doctor had come to the same conclusion. "He's a genius,” he gushed. “An absolute, true genius. Always with the right, most perfect, most beautiful words."

Shakespeare leaned towards the crowd, hooking them and reeling them in. "Ahh, shut your big fat mouths!" he bellowed from the stage. The crowd roared.

Spencer tried not to laugh out loud as the Doctor deflated slightly. "Yes, they're stunning." But he patted the Doctor's arm to take out the sting.

On stage, Shakespeare was working the crowd, walking the fine line between interesting and insulting, building them up to a frenzy. Spencer listened in growing confusion as the tension in the room built to fever pitch on Shakespeare’s deft phrases. He was warming them up for the next show. But…

Spencer turned to the Doctor, hauling him over and shouting in his ear to be heard over the cheering. "What the fuck is 'Love's Labour’s Won'?"

* * * * *

The stage cleared, the doors opened, and the crowd around him buzzed with a hundred small conversations. Apart from the straw, the fact that the men were in tights, and that there were candles instead of electric lights, this could have been any theatre, any show.

But it was the Globe, and it was William Shakespeare's stage, and he had just announced a play that Spencer had never heard of.

"The lost play," the Doctor explained as they let the crowd carry them towards the doors. "It shows up in lists of his folios, but no copies have ever been found."

"Why not?"

"No one knows," the Doctor admitted. Spencer grinned and widened his eyes theatrically. He even added a tiny flutter of his eyelashes.

"Stop that," the Doctor ordered. "That's -- that's disturbingly pretty."

Spencer laughed. "But seriously. Please? We're still on my trip..."

"Oh, all right," the Doctor agreed as if it were a great burden he would have to bear, and not something he was obviously eager to do. "If you insist, Spencer Smith. Come on, let's go see if we can get a word with the man himself."

"Do they have barricades and signing lines in the sixteenth century?"

"What?"

"Never mind."

"Was that sarcasm still? I'm starting to think I'm becoming immune."

Spencer rolled his eyes. "You wish. Come on, let's go meet your hero."

 

* * * * *

Half an hour later, Spencer stood behind the Doctor and listened to William Shakespeare be the biggest bastard to a fan he had heard anyone be since Fusion.

Then again, the Doctor had just barged into what, from the bed in the corner, seemed to be William Shakespeare's private room. If some fan had barged into his dressing room after one of their gigs back home, he'd have Zack hauling the guy out so fast his feet wouldn't touch the ground.

He wondered if that reaction was common across the centuries. Peeking out, he tried to take a good up-close look at William Shakespeare while he could. He'd definitely never have this chance again.

"So be a good boy and shove..." Shakespeare’s eyes locked with Spencer's and he cut himself off mid-rant. "Hey nonny nonny. You come sit down next to me." Was William Shakespeare talking to him? "You two, off you go, get sewing on them costumes."

Spencer moved aside as the two players and the housekeeper shuffled out. Slipping past the Doctor, Spencer went to take the indicated seat. William Shakespeare gestured a hand in welcome. "Sweet lady--"

Spencer froze. "What?" he snapped. He whipped his head around, pinned the Doctor with a glare that froze that chortle of laughter he had heard, before whipping back to glare at William Shakespeare.

William fucking Shakespeare, who seemed to think he was a fucking girl. "What did you call me?"

The Doctor was biting his tongue, obviously barely containing his mirth. "Oh Spencer, but I would have thought that with those lovely tight jeans and that eyeliner and you being oh so comfortable in your sexuality and all, you would take it as a compliment."

"Not. Helping." Spencer ground out.

Shakespeare was looking between them, obviously confused. "I appear to have offended. My apologies. But you are?"

The Doctor produced a slim leather wallet as he stepped up to the table. "I'm Sir Doctor of Tardis, and this is my companion, Mr Spencer Smith." Spencer nodded approvingly at the slight emphasis the Doctor gave to his title, still a little unsettled by Shakespeare’s close attentions.

Shakespeare dragged his eyes off Spencer just long enough to glance at the paper before turning back to his study of Spencer's features. "Interesting, that bit of paper. It's blank."

The Doctor broke into the beam of a satisfied fanboy. "Oh, that proves it. True genius."

Spencer craned his head to look. An ornate card, proclaiming safe passage to Sir Doctor of Tardis and Mr Spencer Smith was tucked safely under the clear plastic sheath. "When did you get that made?"

The Doctor sighed as his fannish reverie was broken. "Psychic paper, it's...oh, I hate starting from scratch."

"Tough shit," Spencer snapped back. 

"Interesting words you have, both of you, and words are my trade." Shakespeare leaned forward and rested his cheek on his fist, his lazy posture betrayed by his sharp stare. "But who are you, and more to the point," Spencer gaped as William Shakespeare turned towards him and licked his lips. "Who is your intriguing and ambiguous companion."

Spencer wondered what would happen to history if he punched William fucking Shakespeare.

In the end, Spencer bit his tongue and let the Doctor spin a story about Spencer being from a land called 'Freedonia.' It certainly wasn't the first time someone had insinuated or flat-out asked if he was really a she, but it hadn’t happened in a long time. That it was William Shakespeare doing the asking seemed to make it a little bit worse.

So Spencer sat on his hands and seethed as the Doctor lied through his teeth trying to explain.

Just as Spencer was getting a grip on his temper, the floorboards creaked worryingly, and a giant of a man swathed in robes appeared in the doorway. Ignoring the two travellers, the newcomer bore down on Shakespeare, bellowing imprecations.

Spencer listened to him rant about ‘new plays’ and 'approving the script,' and put two and two together. As if to confirm his hypothesis, the giant declared "if it is the last thing I do, Loves Labours Won will never be played."

And embarrassed silence fell as the official stomped back down the stairs. "Well," Spencer said with a note of resigned disappointment. "I guess that's that then." He reached over and investigated the tankard on the desk. "So much for a big dark mystery." He sighed into the silence that descended over the three men. The reason for the lost play was obvious now, and with no mystery, there was no reason to stay. 

Spencer almost dropped the mug when a shrill scream split the night. Before he could think, he was thundering down the narrow, dark stairs, hot on the Doctor's heels. Together, they rushed through the door and tumbled out into the coach yard. A maid was shrieking as the giant man, so recently departed from Shakespeare’s room, slumped to his knees and toppled to the ground. Spencer moved with the Doctor, dropping down beside the big man as the Doctor ran on to stare into the shadows beyond the inn.

In the last twenty-four hours, Spencer had seen two corpses up close. That was two more than he had seen in the previous twenty years. He hoped it wasn't habit-forming.

As he stared helplessly, water continued to bubble out of the mouth of the dead man. His eyes were wide open, unstaring. Spencer did the only thing he could. He reached over with a cupped hand and closed them.

On the other side of the body, the Doctor’s shoes stepped into his line of sight. "Good mistress,” the Doctor called the housekeeper who was consoling the maid. “This man has died of a sudden imbalance of the humours. A natural, if unfortunate, demise. Call the constable and have him taken away."

Spencer was glad the shadows of the inn yard hid his face. "Why did you say that?" he hissed as the Doctor dropped down to lean over the dead man’s body. There was so much going on that he just wasn't getting, and now people were dying. Again.

"This lot have one foot in the dark ages,” the Doctor whispered. “If I tell them the truth, they'll panic and think it was witchcraft."

"So you know what killed him." The Doctor gave a terse nod. "Care to share with the class?" He looked down at the corpse, sarcasm draining away. “What did this?”

The Doctor looked up, his eyes dark shadows in the lamplight. "Witchcraft."

* * * * *

The three men trudged back into Shakespeare's rooms. The housekeeper followed them in. "I've prepared a room for you and Mr Smith across the landing, Sir Doctor."

Spencer nodded his thanks for both of them, and the woman departed.

Shakespeare was sprawled in the chair that Spencer had claimed earlier in the evening. "So many strange events," he mused. "A strange death. Strange guests." He looked at Spencer. "What is this land, Freedonia, where a person can have a feminine beauty and a masculine strength?" Spencer had no response to that -- was it a compliment or an insult? He was too tired to figure it out. "Or you, Sir Doctor. How can a face so young have eyes so old?"

"I do a lot of reading."

A tiny smile teased at the corner of Shakespeare's mouth. "A trite reply. That's what I'd do. And you, Mr Smith, you look at him like you're surprised he exists."

Do I? Spencer wondered. "Maybe," he hedged. "But we've come a long way today, and I'm tired. So I'm going to say goodnight." Without waiting for a reply, he turned and walked out.

Across the landing, a door was open. Inside was a clean but somewhat bare room dominated by wood. Lit candles guttered in their holders. Picking up a candlestick left on the table by the door, he began to investigate. A single bed. A rough-hewn cabinet. A table and a chair. 

It didn't take long to see it all.

He was shrugging out of his jacket when the Doctor came in and closed the door behind him. "Okay?"

"Yeah," the Doctor replied distractedly. The way he wouldn't look at him set alarm bells ringing in Spencer's mind.

"I've done the surprise overnighter before, but never in another century. That’s why I always kept a toothbrush in my backpack." Spencer knew he was rambling a bit, but the silence in the room had a heavy, oppressive feel to it. "Oh well, when in Rome and all..."

"In Rome they'd just send you to the baths," the Doctor replied in that same distracted tone. He walked over to the bed and threw himself down, shoes and all.

Spencer made a face. "And where am I sleeping?"

The Doctor patted the bed beside him. "We'll manage, come on. I thought you were secure--"

Spencer cut him off with a wave of his hand. "One, I am pre-emptively banning you from mentioning that ever again. Two, do you really expect me to sleep in the same bed as your shoes? Who knows where they've been -- actually, scratch that. I know where they've been. On streets where people throw their shit onto from out of second story windows."

The Doctor's eyes tracked Spencer as he moved closer. "If that upsets you, I really wouldn't get under the covers."

Spencer paused, and rubbed his burning eyes with the back of his hand. He was so tired, but...Eww. "And I thought the bunks got nasty." He put the candlestick down on the table by the bed and poked the Doctor in the shoulder. "Scoot over, then. You can protect me from whatever is in there."

Somehow, the Doctor's eye roll managed to convey both amusement and invitation. Spencer shuffled into position as best he could. The wooden frame was jammed into his back, he was smushed up against the Doctor's side, and the pillow defied the laws of physics by being the inverse of fluffy.

"A single room, a dark stranger, a night at the theatre, the obligatory dead man -- I'm so glad Buzznet hasn't been invented yet."

The Doctor was lost in his own little world. "Hmm?"

Spencer sighed, blowing up his fringe with a puff of air. There had been too much excitement, too many strange events, for him to be able to just settle down into sleep. "So, magic?" he asked.

"Hmm," the Doctor vaguely hummed again.

Spencer pressed on. "It's not real, right? I mean, come on, next you'll be saying that you're close personal friends with Dumbledore or something."

The Doctor broke into a huge grin and shifted so he was facing Spencer. "Wait till you read book seven. Oh, I cried."

Spencer smiled back. "Don't spoil it for me, bitch. But come on. Magic?"

"Looks like magic, but it isn't. Psychic energy, maybe? But a human couldn't manipulate it, not like that..." Spencer shifted down, so he was face to face on the pillow with the Doctor. His voice drifted lower, more intimate. "I'm missing something. It's staring me right in the face."

Spencer studied that face -- Shakespeare was right, old eyes in young features.

"Never mind!" The Doctor's voice was louder than he expected, and Spencer jerked in surprise. "We'll take a look tomorrow before we get you back for your breakfast thingy."

Spencer knew he should be happy that the Doctor hadn't forgotten the terms of their deal. Instead, he just felt cranky. "Great," he snapped. Twisting around to face away from the Doctor, he leaned over and blew out the candle.

Spencer dozed in a dreamless half-sleep, vaguely aware of the Doctor lying motionless behind him. He could almost hear the cogs turning as the Doctor tried to puzzle out the mystery of the lost play.

Spencer jerked awake. For a baffled second, he wondered if he was still asleep, the scream part of his half-asleep dream. The bed shifted as the Doctor flung himself up and towards the door, and Spencer followed on autopilot, adrenaline spiking through his sleepy body and making him feel slightly nauseous. 

He nearly walked into the Doctor, crouched in the doorway of Shakespeare's room – before him was another body. Spencer didn't think he could stomach seeing death up close again today, so instead he snaked around the Doctor's back, past the desk where Shakespeare was blearily looking around, to stand at the now-open window. He breathed deeply, preferring the smell of the Elizabethan city to the sight of another corpse.

A distant cackle caught his attention, and his jaw dropped as a witch -- a cartoon witch with a fucking broomstick -- hung silhouetted against the moon for a moment before vanishing.

"Doctor?" he asked shakily.

"Did you see something?" The Doctor was there, pressed up against his back as he tried to look everywhere out the window at once.

"Yeah. A witch." He turned his head -- the Doctor's face was mere inches from his. Spencer dropped his voice to a harsh whisper, aware of Shakespeare behind them, the other inn guests and staff crowding into the door. "A witch. Seriously – what the fuck?"

* * * * *

Spencer replayed their dawn conversation as the trio walked through the streets to the theatre, trying to make sense of the tidal wave of history that the Doctor was riding. Somehow, the theatre itself was linked to the -- to what had killed the housekeeper last night. The witch. Whatever. Spencer couldn't make the link, but the Doctor obviously had. Spencer knew he was still at the point where he was vaguely relieved that the Doctor had taken him at his word, hadn’t mocked him for seeing a witch in the sky.

The Globe seemed different during the day, bigger somehow, less intimate. It was like empty stages everywhere: potential, waiting.

Spencer couldn't resist. While the Doctor stayed in the pit wrestling with ideas, Spencer trotted up the stairs and planted himself centre-back, where his kit would be for one of their performances. He looked up, taking in the mawing gape of the galleries, and couldn't stop the grin, despite the circumstances.

The fucking Globe Theatre. How awesome was that?

Below, the Doctor was spinning on the spot, studying the theatre walls. "Fourteen sides. I've always wondered but never asked, Will: why fourteen?"

Next to him on the stage, Will gestured with the sheaf of parchment that he had carried with him from the inn -- the script for Loves Labours Won. "It's the shape Peter Street thought best. He said it'd carry the sound well."

The Doctor had one hand in his coat, the other held out before him. Spencer wondered if the Doctor knew he was holding the traditional high school 'declaiming Shakespeare' pose that every English teacher he’d ever had had tended to adopt. "Fourteen, fourteen. Why does that ring a bell?"

Fourteen. The Globe. Shakespeare. "There's fourteen lines in a sonnet," Spencer noted. Thank you Ryan, and your impromptu lectures on structure.

"Good point, good point. Words and shapes following the same design." Spencer stared as the Doctor paced back and forth, babbling ideas in a barely coherent stream of words, looking for the key.

Next to him on the stage, William let out an explosive sigh. "But it's just a theatre!" he interjected, cutting the Doctor off mid-flow.

The Doctor span on the spot and strode up to the foot of the stage. "Oh but you know a theatre is magic!" He spread his hands out over the rough boards of the stage. "Stand here, and say the right words at the right time and you can make men weep or cry with joy. You can change people's minds -- change them with words." Spencer started to grin as he recognized the Doctor's expression. Something was occurring inside that head of his. "And if you exaggerate it."

"Like your box. Tiny little wooden box on the outside, with all that power inside." Which you can't drive, he added silently. He didn't want to derail this, they looked like they were getting close to the heart of the mystery. "Ready to be unleashed," he opted for instead.

The Doctor beamed up at him. "Oh Spencer Smith, I like you. Tell you what, the architect would know, can we talk to him?"

It took a second for Spencer to untangle the lingo, and he slumped once he realized what they were on about. The architect, it seemed, was in the madhouse. An Elizabethan asylum. Somehow, Spencer didn't think it was going to be white padded walls and calm nurses, but he didn't hesitate when the Doctor headed for the doors.

"You and mental wards," he snipped as he caught up. "Always, we come back to the crazy."

* * * * *

As they rounded the last corner, Spencer was trying very hard not to blush. From the way Will was grinning, he knew he hadn’t been entirely successful. He thought four years on tour had burned it out of him, but it was true. William Shakespeare had a way with words.

And wandering fingers. Spencer suppressed a yelp as he turned and glared at Will, straightening his jeans as he did so.

Ahead of them, the Doctor glanced back and sighed. "I know I've been banned from saying it, Spencer, but can we ban you from demonstrating it every two seconds?" It took Spencer a moment to realize what the Doctor was referring to.

“It wasn’t me -- gah!” he exploded as the Doctor turned away, but not before Spencer caught a glimpse of that insufferably smug expression.

Speeding up to fall into step with the Doctor, he looked up at the imposing stone walls and wrought iron of Bedlam Hospital. "Is this it? It looks more like a prison than a hospital." He thought of the clean, white sterility of MHLV, a complete contrast to the sooty bleak desolation of this place.

"Yes," the Doctor murmured, sounding concerned. "This is the place."

Another wave of the mysterious psychic paper got them inside. Once there, it was all Spencer could do not to gag on the air. Death, decay, hopelessness, and fear hung like a miasma.

Spencer truly choked when the -- not doctor, definitely not a doctor. Keeper perhaps, or warden? -- offered to whip some of the inmates for their entertainment. He drifted a little closer to the Doctor, heartened at the other man's obvious disgust for the place.

The keeper heard it to. "Wait here, my lord," he said sullenly. "I just need to ensure he's not too violent at the moment."

Spencer hugged his arms tighter around his chest and glared at Shakespeare. "This is what you do, lock them away and use them like animals to entertain the gentry? And you put your friend in here?" He stayed on one side of the corridor, glad that Shakespeare was on the other. "If it was my friend in here, I'd follow right after him, with a pair of bolt-cutters and a box of matches!"

Shakespeare understood the sentiment, if not the exact words. "Oh, it's all so different in Freedonia, I bet? All perfect and light." Will drawled sarcastically. Spencer dropped his eyes. No, he couldn't claim that. "I was mad once,” Shakespeare added more quietly. “Thoughts of this place set me right. It serves its purpose."

Spencer looked down the corridor, hating every second he had to spend in this place. "Mad? Really?" His voice dropped even further. "I'll show you mad in a minute. You can’t…" he trailed off, frustrated.

The Doctor was looking at Shakespeare, a cool distant kind of compassion on his face. "You lost your son."

Spencer felt like he'd been kicked.

Shakespeare didn't seem to notice. Instead, he spoke in brief words of the madness, etching out the contours of his grief with deft phrases. "You question everything,” he said, not looking at them. “The meaning of existence. To be or not to be?" Spencer had to look at the floor before he burst out with the inappropriate laughter as Shakespeare paused. "Oooh,” Will said more normally. “That's quite good."

"You should write that down." Spencer sneaked a look at the Doctor and saw that he too was trying not to grin. Gallows humour.

"My lord?" The keeper waved them down from the far end of the block, and Spencer felt the weight of the place crashing back in.

The trio didn't look at each other as they trudged down the horrible passage to meet the Architect.

* * * * * 

Spencer stood aside as the keeper was dismissed. The heavy cell door clanged like a lead bell, the turning of the lock loud even over the screams of the inmates. Spencer stepped forward, instinctively staying close to the Doctor as they got their first good look at Peter Street. He was a pathetic shape huddled under thin, dirty rags. Spencer stood by, impotent and inexplicably angry on behalf of this man who had been born, lived, and died, centuries before he even existed. Spencer faltered, choosing to stay with Will as the Doctor dropped to his knees beside the pallet.

The Doctor’s voice was low, and Spencer strained to hear him as he spoke to Peter in a low, soothing voice, his hands cradling Peter's face. "Peter, my name is the Doctor,” he crooned. “Tell the story, Peter. Tell the story."

Spencer listened to the tale of witches whispering, of their plans for the Globe, confused and lost, and suppressed a shiver. Witches! Actual witches? But there was no such thing.

"Tell me,” the Doctor pressed as Peter faltered. “Where did Peter see the witches?"

Spencer leaned forward, focused totally on Peter's vacant eyes. "All Hallows Street!" Peter cried.

"Too many words," a female voice hissed.

"Holy shit," Spencer cursed, leaping backwards at the sudden appearance of a hag, leaning over Peter like a grotesque angel of death. The Doctor leapt aside so far he stumbled backwards into Spencer, who grabbed his arm to steady him.

"Just one touch -- of the heart!" the hag screeched.

Spencer saw where this was heading too late, too late. Beside him, the Doctor yelled in helpless fury, his voice mingling with Peter's as the hag laid a finger on his chest.

She smiled in obscene pleasure as Peter's body jerked and went still. He was dead. Spencer was becoming intimately familiar with the signs.

Next to him, Shakespeare was pointing, his hand shaking. "A witch, I'm seeing a witch!" He hadn't quite grasped the lethal danger of the situation, and Spencer reached over and grabbed a handful of Will’s sleeve to haul him back and out of immediate danger. 

The hag let him go with a little wave of her fingers. "Who will die first? Just one touch!" She was almost childish in her glee.

Spencer turned and dashed to the bars. "Let us out, let us out!"

"Like that'll work, the whole building's screaming that. No," the Doctor continued, addressing the witch. "No touch. No more death."

"Doctor," Shakespeare said, low and frightened. "Can you stop her?"

"No mortal has power over me," she screeched.

"But there's a power in words. If I can just find the right one." He leaned out of range as the witch swiped playfully at the Doctor. "Let's think: female-like, humanoid, likes words, fourteen sides...” The Doctor’s eyes lit up. “Fourteen,” he breathed. “That's it! Fourteen suns in the system." He stepped forward, into the creature's range, and Spencer clutched the bars so tightly his hands hurt. "I name you Carrionite."

The hag exploded in a shower of golden light. When Spencer's vision cleared, they were alone in the room. He peeled his hands off the bars. "What did you do?"

"I named her. That's old magic."

"Magic in this case being shorthand for..?"

"Think of it as an…” The Doctor waved his hands quickly through the air. “An equation. Right numbers, split the atom. For them, right words - well, they could do almost anything." The Doctor’s coat made a soft noise as he twisted through the air where the hag had been, like he was searching for something.

"It's all just symbols." Spencer began rifling through the memory of their conversations. "Symbols to control energy. You said humans would need a generator. Like, say, a theatre with fourteen sides, containing sonnets of fourteen lines...to do what? What do they want?"

The Doctor looked grim. "The end of the world."

* * * * *

"Will, what was in that play?" They were back on the streets, and even the fetid smell of Elizabethan London was clean and fresh compared to the hell inside Bedlam’s walls.

Next to them, Shakespeare shook his head, walking fast to keep up with the Doctor's lengthy strides. "The usual. The boys get the girls, the girls get the boys, there's a bit of a dance..."

Spencer thought he caught sight of the roof of the Globe, towering over nearby buildings. Bedlam was well away from the river, and it felt like they had walked for miles over uneven cobblestones through worn-out, slum-like houses. 

"What about when that Carrionite was in your room," the Doctor was asking. "You said you were working on the play that night. Were you writing when it came?"

"I..." Shakespeare shook his head like he was trying to shake the memory loose. "I don't remember...but I must have been, it was finished." He stopped dead, and looked up at the Doctor. "I don't remember writing the last lines. I don't even remember what they mean."

The Doctor grinned. "That's it! Will, you get to the theatre, and whatever you do, stop the play,” he commanded. “Spencer, come on. We're going to visit the witches."

Spencer was already turning to move, but the Doctor still scooped up his hand to lead him down the winding streets. Behind them, Spencer heard Will shout "Good luck" as they plunged on recklessly through the gathering twilight.

After a few wrong turns, Spencer and the Doctor finally tumbled out of an alley onto All Hallows Street. Spencer shook his head as he caught his breath. "All Hallows? They may as well have put up the local equivalent of a neon sign."

"I wish they did," the Doctor replied. "So we knew which house it was."

Spencer looked left, looked right, but all he could see were long rows of houses, each one pretty much the same as its neighbours. "It'll take us too long to check out each one in turn. By then the Carrionite's will have ended the world or whatever." He scratched his head. "If they do end the world now, what happens to the rest of history after tonight? Does it, what, just fade away?" He laughed at himself. "Or have I seen Back to the Future one time too many?"

The Doctor raised an eyebrow consideringly, even as he continued to scan the street. "Actually..."

Spencer stopped dead. "You're kidding me."

"Definitely not kidding. I never joke about the end of the world. Which will happen unless we figure out which house..." In front of them, a door creaked open with a groan like the screams of the damned. "Make that witch house."

Spencer walked with the Doctor towards the invitingly open door. "This reminds me of those scenes in horror movies where the idiots leave the group, or go into the barn alone, or something just as stupid."

"Ahh, but I've got you--" The Doctor turned away, the rest of the sentence bitten off. Before Spencer could press further, the Doctor was ahead, brushing aside a rough-hewn curtain. With a silent curse, Spencer caught up.

Behind Curtain Number One was an attractive, petite redhead in a cavernous black robe.

The Doctor sauntered in as if he owned the place. "I take it we're expected?"

"Oh, I think death has been waiting for you a very long time."

Spencer tapped the Doctor on the arm as he moved past him. "Yada yada, save the movie star dialogue, we're on a schedule. I'm a rock star, it's in my contract that I must burn out, not fade away." He grinned at the blank looks both parties gave him. "I've got this one,” he told the Doctor with a confident nod. Spencer stepped up, stuck out his finger, and declared "I name thee Carrionite!"

She gasped theatrically, then giggled. Spencer did not like the sound of that at all. "Was it the finger?” He asked the Doctor. “Wrong one? How about this one?" He extended his right middle finger in her direction with more bravado than he felt.

She ignored it. "The power of a name works only once. Observe." She jabbed her index finger towards his chest. "I consider thee a little twit, and I name thee Spencer Smith."

There was an excruciating pain, like a steel band wrapping itself around his ribs and squeezing, then everything went dark.

* * * * *

Spencer came to slowly, breath shaky, to the sounds of conversation from the other side of the room.

"...call that a DNA replication module." That was the Doctor.

"What use is your science now?" That was the pretty crazy person. Spencer eased himself up slowly, peeking out from under the flop of his bangs, but there was a table blocking his view. He sat there for a moment, considering his options.

Then the Doctor screamed, and the crazy person laughed, cackled really. Spencer was on his feet in an instant, dashing across the room as the big windows slammed shut.

"Doctor!" he called, rolling the other man onto his back, pushing his fingers into the soft flesh at the neck to check his pulse before thought caught up. He looked at the Doctor's face, catching the glint of his eyes peeking out from beneath dark lashes. "Fucker," Spencer said, gently whacking him on the shoulder. "Alien biology rides again?"

The Doctor smiled. "This is getting to be a habit, isn't it?" He went to sit up, and Spencer only barely caught him as he crumpled back down again. "Ah!” the Doctor cried in pain. “I've -- I’ve only got one heart working!"

"What?" 

The Doctor stared at him, wide-eyed, his weight pressing into Spencer's chest. "How do you people cope!"

"What!"

"Hit my chest!" The Doctor wheezed. Spencer obliged, drummers muscles delivering a blow that landed with an eye-watering thump and groan of ribs. "Other side!" Another thump. "On my back!" Spencer let the Doctor drop onto all fours, and brought both hands down, locked together like a club. "Little to the left!" One final blow and the Doctor reared up, back clicking. "There we go! BadaBOOM!" They sat there for a split second, on their knees, panting hard. "Well,” the Doctor said. “What are you sitting around for, come on."

Spencer was already reaching for the Doctor's hand when their fingers tangled. With a whoop, they hit the street at a dead run

* * * * *

 

"We're going the wrong way," Spencer yelled as they dove around another corner.

"No we're not!" Ten seconds later, Spencer got a view of that corner from the other direction. "We're going the wrong way."

"Told you so!"

"Shut up and RUN!"

Spencer was panting hard when they ran up the main street and caught sight of the Globe beneath a whirling torrent of lights. Around them, people were streaming past, fleeing from the unnatural display. Barely slowing, the Doctor yelled "Stage door" over the noise before speeding up again. Spencer dug deep and accelerated, keeping pace with the Doctor.

They burst through the stage door and nearly tripped over Shakespeare, lying against a pile of sackcloth and padding, groaning.

"Stop the play," the Doctor yelled at him. "I think that was it, yeah, stop the play." Past Shakespeare, the sounds from the pit were rising in pitch, fuelled by terror. Spencer looked from Shakespeare to the stage door, then over to the Doctor.

The Doctor touched his arm as he pushed past him. "I think that's my cue."

Spencer paused only long enough to grab Shakespeare by the arm. This mess was caused by words -- Spencer was holding on to the linguistic genius.

The scene beyond the stage arch was madness. The crowds in the pit were either pounding against locked doors, or huddled in terrified piles on the floor, looking up in terror.

Spencer raised his gaze slowly, and looked up into a multi-hued tornado, in which span dark, ghostly, monstrous shapes.

The Doctor reached over and hauled Shakespeare forward. Spencer gave him a little push for emphasis. "Come on Will,” the Doctor yelled over the rising storm. “Reverse it!"

"But what can I do?" Shakespeare cried.

The storm was so close he could almost reach up to touch it. Spencer could barely hear the conversation between the two men over the noise of the wind, even though the pair of them were only three feet away. "...draws power...words...wordsmith..."

Spencer moved closer, ducking as a dark shape swooped particularly close. "Whatever you're doing, do it!" he tried to say above the roar, but neither man heard him.

"The Carrionite phrases need such precision," Shakespeare yelled.

"The words just come, don't they?” the Doctor yelled back. “That's what you do, Will, you create perfect words, of the right shape, the right sound. So do it. Improvise."

The Doctor stepped back, and Spencer held his breath.

William Shakespeare stepped forth and began to declaim with a passion that held Spencer spellbound.

"Close up this din of hateful dire decay  
Decomposition of your witch’s plot.  
You feed my brains, consider me your toy  
My doting Doctor tells me I am not!  
Foul Carrionite spectres; cease your show  
Between the points..."

Will stopped and looked at the Doctor, wide-eyed. "761390," the Doctor supplied.

Repeating the numbers, he stepped back into his groove. “Banish like a tinker’s cuss, I say to thee--"

Spencer was close enough to feel the Doctor stiffen as the pause hung in the air. Will looked to the Doctor. The Doctor looked to Spencer.

Spencer felt like laughing at the first word that popped into his head. "Expelliarmus!"

At William's shout, the vortex collapsed.

* * * * *

Soft dawn light was flowing in through the open roof of the Globe. Next to him on the bench, Shakespeare hit the punch line. "A hart for a heart and a deer for a dear."

Spencer frowned. "I don't get it."

Stung, Shakespeare waved a hand. "Well, then, tell me a joke from Freedonia."

Spencer thought of all the jokes he knew. Knock knock jokes and sex jokes courtesy of Gabe. "I don't really know any you'd like."

"I'd know what I'd like." Suddenly, Will had his hand around Spencer's waist and was hauling him closer. "A beautiful lad from Freedonia, where it seems that everything is sacred but nothing, not even this, is profane. I've watched you look at him, but he will never kiss you, Spencer. Why not entertain a man who will?"

He edged closer. Spencer winced and pulled back. "Yeah, well, Freedonia may be somewhat okay with the boy-boy kissing, but we also insist on this little thing called oral hygiene." Spencer gave Will an awkward little smile. “Sorry.”

Shakespeare retreated and let go of Spencer's waist.

"Good prop store back there!" The Doctor's voice preceded him as he came in from the wings. Spencer shuffled along the bench a little, as the Doctor emerged. He had a plumed cap on his head, a ruff around his neck, and a skull in his hand. "Not sure about this, though," he said holding up the skull. "It reminds me of a Sycorax."

"Sycorax, nice word," said Shakespeare, turning around to face the Doctor. "I'll have that off you as well."

"I should be on 10%." Spencer smirked at the snark as the Doctor played doctor and fitted Shakespeare with a ruff. 

"What about the play," he asked. The sheaves of paper that had flooded into the vortex had seemed to contain every last copy, but the Doctor had insisted on double checking.

“All gone. Love’s Labours Won, all gone,” the Doctor said. He seemed pleased, in a quiet way.

"What will you write next, do you think?" Spencer asked Will as he reached behind him and pulled out the vortex crystal the Doctor had left in his keeping. "Witches and magic," he asked with a smile, waving the ball.

Shakespeare shrugged. "Maybe. Maybe it's time to write about fathers and sons. In memory of my precious Hamnet."

The crystal thumped heavily into Spencer's lap. "Hamnet?" he asked flatly. “Hamnet?”

The Doctor reached forward and plucked up the crystal. "Anyway," he said with heavy emphasis. "We'd best be going. I have a nice place where these three can scream for all eternity, and I promised Spencer I'd take him back to -- to Freedonia."

Shakespeare was rubbing his beard with the expression of one about to lay down four aces. "You mean travel on through space and time. You're from another world, and Spencer here is from the future."

Spencer was having a hard time not laughing at the Doctor's face. "That's…you really are incredible," the Doctor finally told Will in admiration.

Spencer pushed himself up off the bench with a muttered 'fanboy!'

Shakespeare rose also. Taking up Spencer's hand in his own, Will rubbed his thumb gently down Spencer's fingers. "Spencer. At least allow me to say goodbye properly. A new verse to take with you on your travels." Spencer drew a quick breath. Ryan had gone through a period in high school obsessed with the sonnets, one sequence in particular. When he heard that the man himself had composed a verse in Spencer’s honour--

"A woman's face with nature's own hand painted,  
Hast thou, the master mistress of my passion..." 

Shakespeare broke off at Spencer's thunderous glare. "That -- of all the sonnets, it had to be that one!" The Doctor coughed meaningful, but Spencer knew he was being laughed at.

The little scene (which Spencer was tempted to make a big scene, worthy of the stage where they were seated) was broken by two of Shakespeare's company tumbling into the yard. 

"Will, she's here. You won't believe it, she's turned up!"

"Who?" Spencer asked. He glanced back at Will and the Doctor, but they seemed just as lost as he was.

"Her Majesty!" A trumpet fanfare sounded before they could explain further, and they fell back, bowing as a small dumpy woman in the most massive headdress Spencer had seen off the strip came marching into the theatre.

The Doctor beamed. "Queen Elizabeth the First!" he cried happily.

The Queen stopped and glared. "The Doctor! My sworn enemy."

"What?" Spencer and the Doctor asked in tandem.

She raised a hand in command. "Off with his head!"

"WHAT?" the Doctor yelled. Spencer just cursed and grabbed his hand. 

"Run you idiot. Bye!" he shouted at Will as he dragged the Doctor off the stage and out the rear doors. He could hear Will laughing, the sound amplified by the acoustics of the stage.

Grinning with adrenaline, the absurdity of it all, Spencer and the Doctor dragged each other through the streets of Elizabethan London. “What did you do to piss her off?” Spencer hollered as people scattered out of their way.

“Don’t know yet!” the Doctor hauled open the door and pulled Spencer into the safety of the TARDIS.


	3. Smith and Smith

**Summary for the Chapter:**

> "That's sounds nice. Cocktails and glitter are just some of my favourite things."

Spencer perched himself on the edge of the demented dentist's chair and examined his shoes. There was -- well, call it _something_ stuck to the instep. He decided ignorance was the better part of vanity, and instead of looking closer just tried to scrape it off on the metal grill decking of the TARDIS.

"Oi," the Doctor yelled. "Stop that."

Spencer pouted but complied. "I have to say, when I thought of time travel, roads paved with shit was not what I had in mind." He looked down at the smear that still marred his shoe and grimaced. "More like…” he stared into space for a moment. “More like spotless shiny spires and crisp cool elegance."

The Doctor smiled at the controls. "Oh, you lot get there eventually." He looked up, his gaze taking Spencer's measure. "I said one trip, didn't I?" Spencer nodded and tried to keep his feelings off his face. "But, well, you're right, hardly seems fair. Anyone could go to one of those history themepark places, see tourguides dressed up in bad hose and ruffs. And this is your thankyou trip after all." He flipped a switch and leaned against the console. "How about one trip into the past, one trip into the future. Get a taste of the smelly," he said with a nod to Spencer's feet. "And the sublime. How about it?"

Spencer went for cool nonchalance. "I could handle that. As long as we're--"

"--back for breakfast, I know. What are you, some kind of mama's boy?"

"Oh, yo mama," Spencer shot back, but without much heat. Standing up, he walked over and looked at the confusion of parts that made up the console. "So, where are we going?"

The Doctor span a wheel, pumped a lever. "What about..." hanging off his arms, he swung his face towards Spencer. "Another planet?"

Spencer couldn't fight the grin. "Yeah, yes, please." A thought struck him. "What about yours? Planet of the Time Lords, I bet they don't toss their shit on the street."

Whatever mental image that conjured up made the Doctor nearly choke on his laugh. "No, definitely not."

"But can we?" Spencer pressed.

"What, toss our,” the Doctor paused uncomfortably. “On the street."

Spencer smirked at the Doctor’s clumsily evasion "One: what kind of mama's boy are _you_ that you can't even _say_ shit, and two: no, you idiot.” He reached over unthinkingly and slapped the Doctor’s arm. “Can we go to your home planet. Take in the Time Lord sights, try not to get eaten by poetry-monsters, y'know?"

"No," the Doctor said flatly, never looking up from the read-outs.

"Why not?" Spencer followed the Doctor around the console, pressing his point. "I bet you have plenty of spires and shiny streets and people to shock with my heathen human ways." He stopped and leaned against the console, arms crossed. “Or what, is it a dump?”

The Doctor stopped and straightened, his eyes far away. "Oh no," he breathed. "The city is the most beautiful I've ever seen, tucked under a globe of glass. The sky is a burnt orange, the hills covered in red grass, capped with snow--" Spencer punched the Doctor in the arm. Hard. "Ow, what was that for?"

"I've read Heinlein, thankyou. And I've seen the Wizard of Oz. If you don't want to go, just pick somewhere else. No need to make shit up." Spencer pushed off the console and returned to sprawl in the seat. "Bet it _is_ a dump and all the little Time Lords and Ladies have high-tailed it to Earth to exploit great opportunities in the fruit picking and house cleaning industries."

The Doctor tossed Spencer an exaggerated, theatrical wince. "Oh, what's the matter, Spencer Smith. Didn't get your Wheaties this morning or something?" As if on cue, Spencer's stomach growled. The Doctor smirked.

"Shut it," Spencer snapped, embarrassed as the Doctor’s grin widened..

"That settles it. We're going to New Earth. One of the most beautiful cities in the world, and some of the finest restaurants in the sector." Spinning a dial, Spencer braced himself as the TARDIS lurched through another landing. "Come on," the Doctor yelled excitedly, already barrelling towards the door before Spencer had even stood up. "We're in New New York, though technically," he rested against the door as Spencer caught up. "It's the fifteenth New York since the original, so it' New New New New New New New--" he opened the door, and gestured for Spencer to go first, still talking. "New New New New New New New New New York."

Spencer looked up and closed his eyes with a groan as a hard, icy rain drove through his clothes, soaking him to the skin almost instantly. Around him were miles of grey concrete, and a sickly sweet smell of many bad things, all slowly rotting.

"Beautiful,” he said flatly. “Yeah, it's a postcard."

* * * * *

Spencer tried to sink deeper into his thin coat as he watched the Doctor get an information booth working with a wave of his sonic screwdriver and a well-placed thump.

"--New New Jersey expressway--" the announcer was saying as the screen spluttered into light. Her bleach-blonde face was replaced by a shot of shuttles flying over lush green grass and crystal blue water, the background full of slender shiny towers.

"Just what I wanted," Spencer grumped as cold water splattered down his neck. "To watch it on TV."

The Doctor tapped the screen. "We were there last time. This might be some kind of undercity."

Undercity? "You've brought me to the ghetto," Spencer snapped off. It really was quite cold here, colder than London had been, definitely colder than Vegas, which is what he was dressed for.

"It's all cocktails and glitter up there,” the Doctor rambled on as he waved his hand vaguely upwards.

Spencer cocked an eyebrow. "That's sounds nice. Cocktails and glitter are just some of my favourite things."

The Doctor eyed him up and down. "I'm not surprised," he drawled. "Or is that breaking your rule again?"

"Kinda, yeah."

The Doctor laughed. "Come on,” he wheedled. “It's much more interesting down here. Look," he added as he held his hand out. "It's even stopped raining."

"Acid rain, I bet," Spencer grumbled, but he followed the Doctor out from under the awning. " _Last time,_ ” he said slowly, accenting the words to let the Doctor know he had noticed. “Last time I bet it _was_ all cocktails and glitter -- is that why we're down here? Drank too much and danced on the wrong table?" he added as he walked past the Doctor and _definitely_ stepped in something that made a distressingly _squishy_ sound.

He nearly didn't hear the Doctor murmur "Hospital visit, actually."

Spencer rolled his eyes. “Let me guess - mental ward, again.”

Before the Doctor could reply, there was a loud clang and one of the metal awnings that lined the alley was pushed up into the last dregs of the rain.

"Hello," a skinny, slightly grimy man in a mad scientists' coat hollered. "How long have you been standing there?" He took in the expression on Spencer's face, which Spencer knew to be among his bitchiest. "Happy,” he declared with a snap of his fingers. “You want Happy." Spencer glared. "Lots of Happy,” he said, taking half a step back from his counter. “Well, we've got Happy!"

Behind them, another awning clanged open. "Customers," the woman yelled as she locked a wooden prop in place. "We've got customers!"

Like her words were magic, awnings all around them were pushed back. Spencer hugged himself tighter as under each one, a man or woman stood and hawked their wares.

"What is it?" Spencer asked, drifting a little closer to the familiarity of the Doctor. "What are they selling?"

"I think they're selling moods," the Doctor murmured, turning slowly to take in the whole scene.

Spencer looked around some more, hating the way the sellers were all eying him like meat. He nudged the Doctor's arm as he caught sight of a young woman draped in shawls drifting out of the shadows towards the row counters. She would have been quite beautiful if it weren't for the grief that cast deep shadows across her features.

She drifted past Spencer without even looking at him. As she stepped up to the counter, a big woman with a bigger grin leaned over the counter. "What'll it be, my love."

"I want to buy forget," she whispered.

Spencer moved closer, his mouth dropping open as he listened to the woman order a drug that would take her memories. “Wait,” Spencer said, stepping forward. “You’re _buying_ Forget?” Her eyes were huge and red-rimmed, like she had been crying. “What for?”

“My parents,” she said, sniffling back tears. “I need to forget them. They’re gone.” She turned to walk away.

"Hold on, excuse me." The Doctor caught the woman gently by the wrist. "Where did your parents go?"

"To the motorway,” she said like it was obvious. “Everyone goes in the end. They just drove off."

"They could drive back," the Doctor said gently. Spencer wondered if he too was confused by the woman's words.

"No one comes back," she snapped. In one move, she pulled the backing off the thin sheet she had bought, and pressed the clear patch to her neck. Almost instantly, her face cleared, the shadows lifting. "I'm sorry," she asked in a clear, light voice. "What were you saying?"

"Your parents," the Doctor pressed. "They're on the motorway."

"Are they? That's nice." Her eyes wandered off the Doctor’s face. Spencer had seen enough guys high to know that the Doctor's words just weren't registering in her brain. "I'm sorry,” she said vaguely, stepping away. “I won't keep you." She wandered off, never looking back.

Spencer took a few steps, in half a mind to follow her. “The Motorway?” he asked, turning around. “What is that? It sounds worse than the LA freeway system."

An arm snaked around his throat and pulled, hard. Spencer froze as a gun was pressed to his temple.

Around him was an eruption of sound. He registered, vaguely, the crashing of awnings being dropped, a woman yelling, the man behind him screaming something about "needing three," and further away, the Doctor shouting "I'm warning you."

Spencer kicked out, blindly, and heard the man holding him grunt in pain. But his grip didn't loosen.

"So sorry," the woman bleated repeatedly as she pulled on Spencer’s arm until his shoulder screamed in pain. There was the clang of a metal door, abruptly cutting off all other sound. Spencer thrashed blindly as they grabbed at him, bodily hauling him through a trash-strewn alley. Spencer fought as hard as he could, but he was outnumbered two to one, and the guy seriously had half a foot and thirty pounds on him.

Spencer blinked, blinded by the sudden shift from shadows into light as another door was flung open. He staggered as he was pushed and pulled down a short flight of stairs. Spencer twisted and managed to break the guys hold. "I'm gonna fucking kill you!" he screamed, twisting to shake off the woman. The guy lunged and managed to grab Spencer around the middle, spinning him around so Spencer was pinned, back against his chest. "LET ME GO!"

"Give him some Sleep,” the guy yelled, and Spencer felt the vibrations of the words through his shoulder blades.

Spencer thought of that girl, of Forget, of the way her eyes had changed, and thrashed violently. "Don't you motherfucking DARE!"

"It's just Sleep 40," the girl babbled as she pushed something against his neck. "Don't fight it."

Spencer fought. But the drug seeped into his veins like night, and he felt his limbs go numb as everything went dark.

* * * * *

Spencer woke slowly, the world swimming in and out of focus. He closed his eyes, squeezed them shut, then tried again. The scenery swayed for a dizzying moment, then stabilized. It was a small room, metal walls...barely more than a booth, really.

"--can see for miles..."

Spencer lifted his chin, peered through the lock of hair that had fallen in his eyes, careful to make no other movement. His kidnappers were sitting in front of him, two bucket seats side by side, neither looking at him. Spencer felt something pinch, pulling at the skin of his neck, and he risked moving enough to bring up a hand, ripping off the patch and tossing it away before pushing his mussed hair out of his eyes.

He blinked, but he wasn’t dreaming it. The _idiots_ had actually left the gun next to him on the bunk. Snatching it up, Spencer tracked it between his two kidnappers, just like they did in the movies. "Take me back," he snapped as they turned and looked at him, unafraid. "Whoever you are, I don't care, just take me back to my friend." The Doctor, the only person who could take him home. Home. "Take me back _now_ ," he growled.

"I'm sorry," the woman said apologetically. "But that's not a real gun." Spencer looked along the barrel, looked at her, hefted the weapon slightly to test its weight. "Look," she added, lifted her hair back to reveal a patch on her neck. "Honesty patch."

"Really?" Spencer asked and pulled the trigger. She didn't even flinch as the end lit up and the toy made unconvincing whirring noises. Spencer tossed it in the corner with a disgusted noise and sat up properly, burying his face in his hands.

"You'd really shoot me?" she asked, shocked.

"Hey, you started it sweetheart," Spencer snarled back. Dropping off the bunk, he walked up and peered out the window. "Where are we, and more importantly, how fast can you get me back to where you fucking _kidnapped_ me."

"We're really sorry about that, really." The guy said, sounding almost sincere. "But we needed three to get into the express lane."

Spencer rolled his eyes. "My Stockholm Syndrome is setting in already.” He leaned forward, into the guy’s face. “Take. Me. Back."

The woman studied him for a moment before obviously deciding to take a different tack. "I'm Cheen and this is Milo." The man next to her waved a sheepish hello. Cheen rubbed her stomach. “And this is Lily. Or Mika, if it’s a boy. And you are?"

"Pissed off. Take me back."

She retreated slightly in her chair in the face of Spencer's growing rage. "As soon as we arrive, you can go back, find your friend. We just need three passengers to get in the express lane."

Spencer stared at her. "Let me get this straight. You snatched a stranger off the street, with a toy gun...so you could _carpool_."

Milo nodded happily. "Yep. We can take the express lane all the way to Brooklyn. Once there, well, its toll roads all the way, no express lane, but at least it's direct."

Spencer covered his face with his hand. "How far? And how long will it take?" He had visions of hitching on the side of an alien highway.

"It's only ten miles or so," Cheen said, obviously pleased. "Shouldn't take more than about six years." She rubbed her belly in a gesture reminiscent of soon-to-be mothers everywhere. "Just in time for school!"

Spencer lifted his head from his hand and stared at the ceiling. "Just to check. A year equals 356 days here?"

"Ye-es," Cheen said uncertainly.

"A day equals 24 hours." Another affirmative. "An hour equals 60 minutes?"

"Yes, but--" Spencer shushed Milo with a wave of his hand. "A minute equals sixty seconds?" He snapped his fingers. "Each one of those is a second? Yes?"

"Yes," they both chorused together, enraptured by the crazy man in their midst.

"Six years to cross ten miles?"

"Yeah, we'll make good time thanks to you. Otherwise we'd have been stuck in the peak overflow lanes. They take forever."

"I am never complaining about the bus again," Spencer said to the air. With preternatural calm, he leaned over, bunched his fist in Milo's shirt, and said quietly. "My name is Spencer Smith. I am very pissed off. Unless you want your child to witness unhealthy levels of extreme violence while still in-utero, you will turn this motherfucker around and _take me **back**_."

Behind him, Cheen cleared her throat. "I have Calm 40 if you want?"

* * * * *

It took a frustrating half hour of pacing in the tiny, tiny space, but Spencer found his zen again. Cheen and Milo left him to it, silently swapping coded looks to each other in the front seat.

Finally, he wandered back forward and crouched down behind them. "So you're starting a family and decided to take a chance on something better out in Brooklyn, yeah?"

Cheen nodded, favouring Spencer with a small smile. "They say there's plenty of work in the foundries."

"And you just needed someone, anyone, to get you over the limit and onto the fast lane?" Another nod. Spencer had been thinking about this. "Once you get there, do they check you have three people?"

"I don't think so. You just drive. They say," Milo added in the tone of one sharing scandalous gossip. "They say you can reach up to thirty miles down there."

Spencer ignored him. He had an argument, he had a _plan_. Spencer was a thinker. "So once we get down there, could you place a call to, say, the guys selling the patches, where you snatched me?"

"Why would you want to do that?" Cheen asked.

Spencer smiled. "Because they could fetch my friend, and he could come fetch me. His ride goes way faster than thirty, no matter the traffic," he added with pride.

Milo was obviously unconvinced, but Spencer's little outburst had done wonders for his cooperative spirit. "Okay, we can try, but not until we make it all the way down."

Spencer nodded tightly. "Deal."

At his elbow, Cheen beamed. "Hungry," she asked, offering up the large biscuit like an offering.

"Starved. Thankyou." He took it with a small smile. He was trapped with these people, and there was little room to keep snarling. Besides, he had no idea how to place the call - as much as it galled him, he need them. "So come on, since I'm stuck here, tell me: how do you plan to live in this thing for six years? With a _baby_? Can you stop, stretch your legs? And what about food? Gas?"

Cheen seemed happy to talk now that Spencer had stopped shouting. "Oh, we stocked up before we left. We weren't stupid about it. We've got self-replicating fuel, muscle stimulants for exercise. A really good chemical toilet in the back that turns everything into food..."

Spencer gagged slightly and tossed the biscuit away.

* * * * *

Spencer was bored. At least, on tour, he had the guys to distract him. They had Garageband, and movies, and video games, and a kitchenette with real food and not stuff scraped out of the cistern. They had instruments, and music, and books, and a god-damned privacy curtain.

They had an end point to look forward to.

Spencer sat on the edge of the bunks, bored out of his skull, as the car descended through another layer of traffic. Milo was happy, at least, chortling to himself every time they negotiated another layer. "Look," he said, pointing out something on the screen. "Another ten layers to go, we'll be laughing."

There was a sound. It wasn't a laugh, unless it was Godzilla. It was deep, it rumbled up Spencer's legs through the decking. It came from outside. "What the fuck was that?"

Milo and Cheen looked worried, a bad sign. "Airvents," Milo said after too long a pause. "It's air vents."

Cheen grabbed Milo's arm, eyes bright. "What if the stories Kate told us were true?"

"What stories?" Spencer asked quickly.

Milo shook her off gently. "Nothing. It's just air vents. See, the smoke? They have airvents at the bottom of the shaft, for ventilation. They make noise, that's all."

Cheen laughed lightly. "But the stories are much better. They say there are things living down here, at the bottom. They say they snatch up people who are on the fast lane. Cars just vanish, never to be seen again."

"They say," Spencer muttered. "Thousands of years and billions of miles, and we still rely on 'they say.'" He looked out the forward window as another rumble rattled the car.

"Airvents," Milo repeated, trying for firm and falling short.

Spencer studied the view for a moment. "If it's airvents," Spencer asked finally asked, voice calm. "Why is the smoke getting thicker?"

Milo gripped the steering wheel and said nothing.

* * * * *

The news broadcast provided a welcome break in the uncomfortable silence that had settled over the three travellers. Spencer frowned as the newscaster spoke over a gallery of images, some barely decipherable behind the grainy static. Unlikely as it sounded, they seemed almost…familiar.

The anchor woman signed off, and the first bars of a song echoed tinnily out of the speakers. When they started singing, each car piping their voices into the next, Spencer bowed his head and said nothing.

He suddenly felt very small and alone.

The computer beeped. "Fast Lane Access, please drive safely."

Spencer tried to convince himself that the lurch in his stomach was just from the car dropping down the final level.

* * * * *

Spencer hit the roof approximately five seconds after Milo turned, smiled apologetically, and said, "Spencer, about calling back to Pharmacytown....umm, we lied. We can't. Sorry."

It took some time to get the full story, but in the end, Spencer felt he was able to sum up events nicely. "The motorway is fully enclosed. You can't call out? I can't call out?" He looked between Cheen and Milo. "You lying little shits."

Milo was waving his hands appeasingly. "It's okay, you see. Because we're in the fast lane now. It won't take that long to get to our exit."

Spencer leaned over and peered at the console. "Next exit? How far?"

Cheen shook her head. "That'd be one of the New New York tunnels. Maybe an hour at this speed?"

They were doing about twenty, was Spencer's best guess. It felt like they were crawling. "We're getting off. I'll find my own damn way back." Milo took one look at his face and didn’t argue.

Forty minutes later, as the computer calmly announced junction after junction closed, Spencer admitted to himself that it wasn't going to be that easy.

Next to him, Cheen was starting to sound panicky. "What are we going to do?"

Milo stroked her shoulder soothingly. "We'll -- we'll go around again. By the time we do a loop, they'll all be open again."

Spencer grabbed Milo's shirt. "Do you really want to be stuck in here with me for all that time?" He let go, point made.

Milo started punching the buttons, trying the junctions again in sequence. All three of them looked up quickly as another rumble rolled through the cabin. "There is no way that's an airvent,” Spencer said. “Unless it's the airvent that ate Paris."

The comms chirped out their call-sign designation, saving his hosts from having to formulate an answer. Milo answered the harried female voice at the end. Spencer listened with a growing sense of fatalism as the woman first ordered, then begged, then finally screamed at them to _get out_.

Milo was panicking. "What do I do?"

Spencer grabbed his shoulder and squeezed, forcing and holding the other man's attention. "Drive. As fast as you can. Just fucking _drive_." He rocked on the balls of his feet as the little vehicle picked up speed, dropping painfully to one knee as something slammed into them. “What the--?” Another impact rocked the cabin. Then another, and another…

Milo was screaming into the comms for help, for space, for a way up and clear. Cheen was just screaming, and the only reason Spencer wasn't joining her was because he was too scared to even _breathe_.

"Do something!" Cheen screamed as whatever the hell was out their buffered them around. Dark shapes smashed against the windshield. “Anything!”

A vague memory washed up in Spencer’s consciousness, faded with years and sleep. He and Ryan, curled up on the couch late at night, watching an old film..."Turn everything off," he snapped.

"WHAT?"

"TURN IT OFF!" Spencer screamed into Milo's face. "Kill it all. The smoke's too thick, they can't be seeing us, they must be sensing us! If we turn everything off, maybe we'll fade into the background!"

" _IF?_ " Milo was seriously freaking out. Spencer couldn't blame him.

"Got a better idea?" Spencer snarled. Milo looked from him to Cheen. Whatever he saw there had him flipping switches in banks. The car glided down, landing with a jolt on the floor of the motorway. There was a whine as the car's engines powered down, then silence.

Spencer held his breath and listened as whatever was out there clicked and chittered around the car for a moment before loosing interest and vanishing back into the smog.

"Okay,” he said, trying to remember how to breathe normally. “We, we just -- sit tight for a minute, I guess."

"Eight."

"What," Spencer asked, trying to make out Milo's face in the gloom.

"Eight minutes. Without the aircon on, that's how long we've got before we start to suffocate.” Milo sat back in the drivers seat. “So if you've got another plan, now's the time to share."

* * * * *

The next six minutes were the longest of Spencer's life. He could feel the temperature going up as each breath got harder than the last. It was like the hospital all over again, but hotter.

And in the hospital, the Doctor had been _right there_ , doing everything he could to save them all.

Where was he? Was he doing something to rescue, to keep his word that he would return Spencer to his mother in time for pancakes? Or was he sitting in Pharmacytown, waiting for Spencer to come waltzing back in.

No. He couldn't think that, not now. "The Doctor might think of something," he said. He wasn’t sure who he was trying to convince.

He hadn't even really realized he'd spoken out loud until Cheen shifted in her seat to look at him. Milo was looking too, sadness in his eyes. He stared Milo down - he didn't want to hear what the other man was thinking right now.

Cheen smiled weakly. "He seemed kind of nice," she offered lamely.

"He's nothing like what he seems," Spencer said honestly.

"Are you and him together?" Cheen's easy tone told Spencer so much about New New Earth in a moment. Obviously, the place wasn't wholly bad.

He shook his head sadly. "He just needed someone, and I was there. There's nothing else to it."

Cheen patted his hand sympathetically, and Spencer wondered why he felt like a liar. "I didn't ask," she said softly, changing the topic. "Where's home?"

"A long way away." God, he didn't even know which direction, or how far, or even how long ago home was. Not really. The gnawing feeling in the pit of his stomach flared up, and Spencer could taste bile on the back of his throat. "God, I didn't think. I just fucking skipped up the ramp like it was a game. If I -- if I died here, right now, they'd never know. I'd just never come home." He stared out into the smog. "And they'd never know how. They'd never know the truth." He hung his head, feeling the burn across his shoulders. "They've never met the Doctor, they'd never even guess. God, that'd kill them."

Milo cleared his throat. "So...who is he, then. This Doctor?"

"He's,” Spencer lifted his head slowly. “He’s this guy," he said at last with a little shrug.

Milo was shaking his head. "But where's he from?” He pressed. “Why did he come here with you? Who is he?"

Spencer looked at his pale reflection in the windshield's glass. "I don't know," he said honestly. "I really just don't know who he is."

Cheen was shaking her head. "Wait, so you mean the only hope is a complete stranger?" Her voice was climbing the register in panic. "Well that's no use!"

"It is!" Spencer pressed, suddenly as sure as he was when he walked up that ramp -- God, had it only been two nights ago? "Because I may not know who he is, or where he comes from, but I know what he does. He helps people. He helps them because it's the right thing to do, not because he knows them, or wants something. Trust me. You have your songs, your faith? Well, I've got the Doctor. I believe in him."

Milo turned away with a soft sigh. "Alright." Spencer sat back, head bowed, his own words echoing in his ears. “Times up,” Milo said fatalistically. Glancing at each of them, he nodded, and with a determined set to his shoulders, Milo flicked the banks of switches and powered up the car.

Spencer stood and spread his feet, braced himself as best he could. He nodded at Milo. "Good luck."

* * * * *

The creatures bounced the car around like a ping pong ball. Spencer all but climbed into Cheen's lap when one blow forced an entire wall of the car to cave in as easily as Spencer would crush a can. It was only a matter of time until whatever was out there breached the hull, and then goodnight. He tightened his grip on the back of the seats and tried to brace himself for the end.

”Drive up,” a voice crackled out of the speakers. Spencer’s first thought was that fear was causing him to hallucinate. "Drive up,” the voice repeated. “We've got to clear that fast lane. Everyone drive _up_." Spencer looked around for the Doctor, who was calling his _name_. "Oi, car four-six-five-diamond-six. _Spencer_! Drive up!"

"It's the Doctor!" he cheered. "Do what he says!"

Milo was shaking his head even as the monsters scored another blow. "We can't, we'll hit the lanes."

"Do it, drive up!" Spencer was about to crawl over and take the controls himself when Milo throttled up. As the car banked, brilliant, dazzling sunlight flooded the cab.

The car shimmied and steadied. Spencer stood up, eyes closed, basking in the light.

"That's daylight," Cheen whispered reverentially. "That's the sky, the _real_ sky."

”You’re damn right it is!” Spencer cheered as Cheen and Milo snatched a kiss, then pulled them into a group hug. "He did it!"

Milo was laughing. "He did, he did! You were right, he saved us all!"

As they drove higher and climbed out of the motorway, Cheen was all but glued to the window. "Look, look, the city."

Slim, gleaming spires grew out over a crystal blue bay. Spencer leaned closer to the window, drinking in the sights. A beautiful, beautiful city. "Cocktails and glitter," he murmured under his breath as the radio crackled to life again.

"Car four-six-five-diamond-six, I've sent you a flight path. Come to the Senate."

"On my way," Spencer crowed into the microphone. Next to him, Milo was already punching in the new coordinates.

"It's been a while since I've seen you, Spencer Smith," the Doctor added before the channel closed.

Spencer sat back, beaming. Next to him, Cheen was wearing a coy smile. "So," she asked with a wicked gleam in her eye. "You and him?"

"Cheen," Milo rebuked her gently.

Cheen leaned over and cupped Spencer's cheek in her hand. "Spencer, you were right, he needed someone. And maybe you just were there, right in front of him. But sometimes, that's the way it goes." Her eyes slid off his face and found Milo's, a wealth of history passing between them in a glance.

"We're just friends," he said quietly, but no-one was listening.

* * * * *

Spencer ran inside the Senate, barely waiting to see Cheen and Milo fly off, ready to start a life and a family together under a brand new sky. Pushing through a half open door, he brushed aside a curtain and tumbled inside, into what felt like a mausoleum.

There was a skeleton spread out on the floor, decades if not centuries dead. Spencer still took a reflexive half-step back. "Doctor?" he called out uncertainly.

"Over here."

Spencer slipped past the skeleton and walked quickly up the stairs. "Doctor, what happened..." he trailed off as he came around the corner and face to face with a face. A big face, lying on the floor.

Spencer's eyes darted to the Doctor, kneeling by its side. "It's the Face of Boe," he explained gently. "It's alright, come say hello. And this is Haim," he added casually. "She's a cat, it's alright." Spencer drifted closer, captivated. "He's the one who saved you, not me."

Haim, the cat in a nun's outfit -- Spencer filed that away for later consideration, when there wasn't a giant head on the floor -- looked up briefly before returning her gaze to the Face of Boe. "My lord gave his life to save the city." Her grief was so real, even on a face that featured whiskers, that Spencer couldn't find her strange. He knelt down beside her. "And now he is dying."

"Oh don't say that, not old Boe, plenty of life left." Spencer couldn't tell who the Doctor was trying to convince more.

"It's good to breath the air once more." The Face of Boe's lips twitched, but it seemed to Spencer that the words just arrived in his brain, fully formed.

Spencer asked the question. "Who is he?"

"I don't even know," the Doctor admitted. Spencer had to smile. No one seemed to know anyone, anymore. "Legend says the Face of Boe has lived for billions of years. Isn't that right? And you're not about to give up now."

Spencer would never, ever, forget the sight of a giant face rolling its eyes. "Everything has its time. You know that, old friend, better than most."

"The legend says more," Haim insisted, her voice thick with unshed tears. Spencer felt the mood in the room shift.

"Don't,” the Doctor commanded. “There's no need for that." The Doctor's eyes had grown stormy.

Haim's face was determined. "The legend says the Face will speak his final words -- to a traveller."

The Doctor looked down at Boe. "But not yet, who needs secrets, hey?" Spencer was utterly lost. There was a whole other conversation here, one that he was never privy to. He watched those massive eyes as the Face spoke again.

"I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor."

What the hell did that mean?

The Doctor reached out, hand hovering above wrinkled skin. "That's why we have to survive. Both of us,” he insisted.

Spencer stared, slack-jawed, as the Doctor did not refute it. Last of his kind?

"I must,” Boe sighed. “But know this, Time Lord. You are not alone."

Spencer watched another person die. The Face wasn't a human like he was, like the consultant or the Master of Revels. But he had been alive, and now he wasn't. Next to him, Haim began to sob, her shoulders hunched in a private grief.

Spencer stood, stepped back to give her the illusion of privacy. The Doctor rose as well, and without thinking, Spencer opened his arms.

It was only surprising in that it felt nothing but _right_ when the Doctor moved and Spencer wrapped his arms around him and held his close.

* * * * *

Somehow, the Doctor arranged for them to be driven back down to the slums. Point of origin, back to where it all began.

The strolled, side by side, through the narrow alleys of Pharmacytown.

"All closed down," the Doctor observed as they came upon the row of vendors, awnings all now firmly shut.

"Happy?"

"Happy happy," the Doctor shot back. "New New York can start again. And they've got Novice Haim, just what every city needs, cats in charge,” he babbled in his way. “Come on, time we were off." Hands in pockets, the Doctor sauntered off down towards the far end of the alley.

Spencer looked around, found a chair, hauled it up and sat down. He was tired, he was hungry, he was filthy, and he knew that if he waited until they were back aboard the sanctuary of the TARDIS, he could never ask. That was the Doctor's home.

But this was New York. One of them, anyway. Close enough to count.

The Doctor had realized he was walking alone, stopped, and was looking back. "Are you staying?"

"Only until you start talking to me like an actual person, and not a puppy, yes. He said you were the last of your kind, what does that mean?"

"It really doesn't matter." Everything about his posture, his tone, his eyes, told Spencer it did.

Spencer raised an eyebrow. “I think it does.”

"No, it doesn't!" The Doctor’s voice was loud, sharp and raw.

"Why can't you just _talk to me_!" Spencer roared. Into the breathless silence that followed, an ethereal sound drifted down into the undercity. "Oh my god," he breathed. "They're _singing_. All of them, they're _singing_." He suddenly, totally, got why people loved choirs. And how many thousands, _millions_ were raising their voices as one that they could be heard, even here in the depths of the slums.

Spencer realized he was gazing up at an unseen sky. When he lowered his head, the Doctor was staring at him with an unreadable expression. Spencer cocked his head, not daring to speak, but trusting the Doctor to understand his invitation.

The Doctor looked away first, just for a moment. When he looked back up again, his face was worn with grief. "I...I lied to you,” he admitted. :Because I liked it. I could pretend, just for a bit, that they were still alive. Underneath that burnt orange sky. I'm not just a Time Lord, Spencer.” The Doctor’s eyes _burned_. “I'm the last of the Time Lords." Spencer felt his heart break. "The Face of Boe was wrong, there's no one else."

"What happened?" he whispered.

The Doctor picked up the battered twin of Spencer's chair and set it down. Sitting so their knees were nearly touching, the Doctor leaned in even closer. His voice dropped, and Spencer's world contracted until it was just the two of them, sharing this secret.

"There was a war. A time war. The last great time war. My people fought a race called the Daleks, a battle for all creation. And we lost. We lost. Everyone lost."

Spencer reached out, tentatively, and twined his fingers with the Doctor's, like he would do if it was Ryan who was hurting. The Doctor paused, studying their twined hands, then squeezed, ever so gently. "They're all gone," he whispered so quietly Spencer could barely hear him above the sound of his own breathing. "My family, my friends, even that sky. Gone."

"Not gone," he whispered as the Doctor closed his eyes. "Not while you remember them." He leaned forward and with his free hand brushed the tips of his fingers lightly across the Doctor's brow. "Tell me? Please?"

For a moment he thought he had gone too far, overstepped some unknown boundary. But then the Doctor met his gaze, eyes bright with unshed tears, a watery smile. "The second sun would rise in the south and the mountains would shine..."

Spencer sat and listened, hands twined with the Doctors, and quietly grieved with him for all he had lost.


	4. Intermission #1

**Summary for the Chapter:**

> "I was thinking," the Doctor said finally, his back to Spencer. "I was thinking that you were right."

Night had fallen in the undercity of New New York by the time the Doctor unlocked the door to the TARDIS and pushed inside. Spencer followed, dead on his feet.

His clothes and hair smelt of smog and manure, a mix of times and places. He sat down on the edge of his seat, and watched blindly as the Doctor span wheels and turned dials. An easy silence settled, measured by the rhythmic hum of the TARDIS herself.

Spencer woke slowly, groggily, a foul taste in his mouth. He was sprawled in the demented dentist's chair still, but someone had thrown a hand-knitted afghan over him, and taken off his shoes. He sat up slowly, getting his bearings again.

He had no idea how long he had been asleep. The deck felt warm beneath his socked feet, like pavement on a sunny winter's day, a gentle warmth. Shrugging the blanket over him like a shawl, leaving his shoes where they had been placed neatly, side by side, on the edge of the step (and with that mark on the instep _still_ ), Spencer set off in search of the facilities.

He didn't have to go far -- the first door he tried yielded results. Running damp fingers through his hair as he exited ten minutes later, he considered exploring further. But he was still comfortably sleepy, and the blanket was warm. Another time, maybe, he thought to himself as he yawned.

Staggering back into the control room, he waved a bleary hello, one hand still clutching the blanket around him.

The Doctor looked him up and down, taking in the striped socks, the blanket, the sleep-mussed hair. "You look better."

"Sleep is of the good," Spencer half-yawned as he climbed back into his seat and curled up under the blanket. He watched through half-lidded eyes as the Doctor tinkered with buttons and considered displays.

"I was thinking," the Doctor said finally, his back to Spencer. "I was thinking that you were right."

"Again? I'm making a habit of it."

At that, the Doctor turned around, favouring Spencer with a warm little grin as he leaned against the console. "Half asleep and still cheeky, I don't know."

"It's a talent." Spencer shifted slightly, stretched, and burrowed deeper. "What was I right about this time?"

"The undercity. No place to take someone as a treat. Cocktails and glitter, right."

Spencer stuck a hand out from under the blanket, gave the Doctor the thumbs-up, and retreated.

The Doctor laughed and leaned over to pluck the blanket off Spencer's head. "So how about we try that again, hey? Another New York, see if we can't find something glittery?"

Spencer blinked up owlishly at him. "Serious?"

The Doctor nodded and retreated back to the console. "Call it a detour to make up for the--" he waved his hand vaguely, searching for the right word.

"Kidnapping? Road rage? Giant car-eating crabs?"

"Yeah, one of those. Unless..."

Spencer waved his own hand. "No, no, I don't think I'll ever take the express way again. Detour all you like. Just--" he peered up over the blanket. "Wake me when we get there, will you?"

The Doctor laughed as Spencer settled himself again. He let his eyes grow heavy, giving in to the weariness in his body. He barely registered it as the blanket was tucked in around his body, then he was fast asleep.

"Sleep well, Spencer Smith."  



	5. Daleks in Manhattan

**Summary for the Chapter:**

> For some reason, the lonely figure of the unfinished Empire State Building as it rose up over the treeline was giving him the creeps.

The TARDIS landed softly this time, a tiny thump signalling their arrival. Spencer finished tying his laces and sat up. "Well, where are we?"

The Doctor gestured at the door with a smile. Grabbing his coat, he zipped it up before reaching for the handle and easing it open. Bright sunshine, a cool breeze smelling of salt and the sea, the distant call of gulls. So far, so good.

Stepping across the threshold onto damp, springy grass, Spencer looked out across the bay at a small city. The Doctor touched his arm. "Spencer, have you met my friend?" Following the Doctor's gaze, Spencer turned and looked up.

"The Statue of Liberty!" he crowed. "Wow,” he added after a moments’ reflection. “She's so clean."

The Doctor nudged him with an elbow. "Spencer, please, there are ladies present."

Spencer laughed and turned back to the cityscape. "So we're in New York? When - certainly nowhere near my time." He eyed the skyline. "Is that the Empire State Building? It's not even finished."

"You sound like you've been here before."

"About a year ago was the last time -- a year ago for me, I mean." He buried his hands in his jacket pocket as he craned his neck to take in the city as far as he could see. "We played in Times Square, New Years Eve and New Years Day. It was awesome."

"Played?" The Doctor stepped into his line of sight. He was rubbing the back of his head with one hand. "I probably should have asked this earlier, but what do you do when you're not taking trips to the moon in hospitals?"

Spencer snorted a laugh -- the hospital seemed so long ago. "I'm a drummer. In a band. We've travelled all over, playing shows everywhere." He laughed honestly this time. "Well, travelled a lot by human standards, anyway."

The Doctor pulled a face. "Drummer in a band. Yep, that's a new one for me. Had journalists and airline hostess', teachers, all sorts. Never had a drummer before."

Spencer had wondered, idly, if he was the first the Doctor had taken for a ride. ‘Asked and answered,’ he thought to himself. "Well,” he said out loud, with a sly sideways look. “We're special. We don't just go off with anyone." He grinned at the Doctor's short bark of laughter. "Come on, though. How far back are we. Unless it's another _New_ New York?"

The Doctor turned on his heels. "Nope, the original article. Well, originally it was New Amsterdam, but that's harder to say twice. As to the date, well, Empire State Building is nearly completed, so if I know my history--"

Spencer looked around as the Doctor rambled. A flicker of white had caught his eye. Taking three quick paces, he walked over to a nearby bench and snatched up the discarded newspaper. "November 1st, 1930." When the Doctor looked around, caught off-guard mid-flow, Spencer handed him the paper. "Nearly eighty years ago. God, Vegas is still a two-bit brothel and not much else right now. No dam, no city, just the desert." He bounced on his toes, suddenly excited. "Where do you want to go first?"

"Hooverville." The Doctor angled the newspaper so as Spencer could see the headline splashed out below the masthead.

"Hooverville Mystery Deepens." Spencer read the banner headline. He looked at the Doctor, confused. "Hooverville?"

* * * * *

Spencer walked in step with the Doctor through the golden carpet of fallen leaves. Central Park was so quiet, and if it weren’t for the buildings peeking in over the trees, Spencer would have been hard-pressed to believe there was a city out there at all.

"Herbert Hoover," the Doctor was lecturing. "Came to power a year ago. New York was a boom town then, but then came--”

"The Wall Street Crash," Spencer interjected. He knew something about history.

The Doctor nodded. "Whole economy, wiped out overnight. Suddenly, the huddled masses doubled in number, with nowhere to go. So they came here."

Spencer blinked. "To Central Park? What, they're camping out here through the Depression?" The Doctor nodded. "But -- it's already November,” Spencer spluttered. “Come New Years, they'll freeze." Spencer glared at the Doctor. "And remember, I come from the age of global warming. It was fucking freezing when we were in Times Square." The Doctor walked on, following the curve of the path, not meeting Spencer’s eyes. Ahead, through the trees, Spencer could see rough tents, smell the distant bite of wood smoke. "Holy shit,” he breathed, not believing his eyes. “They're really camping out in New York in the winter."

Neither man spoke as they slowly approached the perimeter of the camp. The dirt was more mud than anything, churned up by hundreds of feet trudging back and forth. Some of the tents were little more than lengths of fabric strung out between poles. Everywhere he looked, Spencer saw people huddled into coats, faces buried in worn scarves or under threadbare hats. No one was smiling. Everything was in washed out shades of grey.

"When the market crashed," the Doctor explained quietly. "People lost their jobs. When they couldn't pay the rent, they lost everything. And no one is helping them."

Spencer balled his hands into fists inside the pockets of his jacket and said nothing. He took in the grimy faces, the hungry look in their eyes, and felt incredibly out of place with his $100 shoes and his designer jeans. He tugged his jacket closed over his cheerful yellow shirt, feeling his shoulders start to hunch.

The sharp, flat sound of a fist striking flesh echoed across the campsite. "You thieving lowlife!" someone shouted. Spencer was already turning as the Doctor honed in on the source of the conflict.

They weren't the only ones attracted by the noise. A small crowd had gathered, and some men had already waded into separate the combatants. A commanding voice made itself heard over the noise. "Cut that out!" As Spencer and the Doctor pushed to the front of the crowd, Spencer caught sight of a solid, imposing black man in a dark brown hat and coat standing firm between the two young men struggling to get back to their fight.

He moved like a natural leader, like someone used to being obeyed. Spencer watched, impressed, as the man made the older fighter produce the loaf of bread -- fighting over bread, in Manhattan! -- and settled the fight with a single decisive judgment. Solomon, they called him as they accepted his ruling. Whether that was his real name, a title, or an appropriate nickname, he wasn’t sure.

"Come on," the Doctor murmured in his ear, touching Spencer's elbow. Together, they walked through the dispersing crowd towards Solomon.

"So,” the Doctor called by way of greeting. “I take it you’re the boss around here?" The Doctor just stood there, casually confident, as Solomon eyed him over, slowly taking in the cherry red sneakers, the clean pin-striped suit, the pristine white shirt.

"And who might you be?" Solomon’s tone was guarded, his posture confrontational.

Spencer looked between the two men and sighed. Two dogs sniffing, seriously. "He's the Doctor, and I'm Spencer," he said by way of introduction.

"A Doctor," Solomon said with sarcastic delight. "You're the first doctor we've had here. Neighbourhood gets classier by the day." Solomon braced himself and held his hands out to the fire. "Though I will say this. We are a truly equal society. Black, white, young old. All welcome." His lips curved in a grimace. "All starving."

Spencer shuffled his $100 shoes and said nothing.

"Doctor, you're a man of learning. Perhaps you could explain something." With a gesture, Solomon led them through the maze of tents to the edge of camp. "That there is going to be the tallest building in the world." Spencer looked up so he didn't have to see Solomon's face. "How come they can build that, and we've got people starving in the heart of Manhattan?" Solomon paused, point made, before he turned and strode off back into the camp.

Spencer looked down at his scuffed shoes. "And that's us told," he said to no-one in particular. Without waiting for the Doctor, Spencer turned and headed back towards the marginal warmth offered by the open fires of the camp.

For some reason, the lonely figure of the unfinished Empire State Building as it rose up over the treeline was giving him the creeps.

* * * * *

Solomon was waiting by the fire. The Doctor brushed past Spencer as he reached out to warm his hands, and Spencer was strangely grateful for the old familiarity he found in the gesture. He glanced over at the Doctor, and nodded. “Tell me,” he asked Solomon. “What’s this we’ve heard about people vanishing?”

Solomon investigated the contents of a coffee pot, swilling the dregs out onto the ground. “You heard about that, huh?”

Spencer nodded as the Doctor replied. “But what do you mean by missing? I mean, transient population, people coming and going all the time…?”

Solomon took a deep breath, considering his words. “This -- this isn’t just people leaving. Someone takes them.” There was fear there, Spencer realized, well-contained and under control, but it was there. Solomon was afraid, and it was making him angry.

Spencer could empathize. He'd run that gamut of emotion a few times himself, especially in the last few days. Drifting away from the fire to follow after Solomon and the Doctor as they talked, he ducked under the flap of fabric that served as a door to Solomon's home.

Inside was a camp bed, neatly made, the glowing embers of a small fire, a dangerous necessity under canvas in New York in the winter. There was also a small picture frame dangling from one canvas 'wall.' Spencer perched himself on an old crate as the Doctor sat next to Solomon. The silence dragged on, broken only by the crackle of embers in the brazier.

Spencer grew impatient. “People going missing?” he prompted. Solomon looked at him hard for a long second, and Spencer realized that Solomon probably had every right to be wary. Two strangers wander in, well-dressed, well-fed and clean, and start asking questions about missing people? “Please,” Spencer added. “What’s happening here?”

Solomon looked down at his hands. “People, vanishing into the night. Sometimes, we hear them cry out for help, but when we get there, they’re gone.”

The Doctor’s eyes were dark shadows in the firelight. “And you’re sure someone is taking them?”

Solomon shook his head. "When you've got next to nothing, you hold on to what little you've got!" he spat. "A knife, a blanket, whatever. You don't leave bread uneaten, fires still burning."

Spencer licked dry lips. "Have you tried the police?" It took a little effort to turn it into a question. He could guess the answer.

Solomon must have seen it in his eyes, because he snorted ironically and nodded. "Another deadbeat goes missing, what do they care?"

"So people are being snatched, screaming, from the middle of Central Park, and nobody gives a damn." Spencer stopped and considered his words. "Actually, that sounds..." A glare from the Doctor had him breaking off abruptly. Saying something like "my time" probably wasn't the best idea.

Solomon had caught it, but before he could press questions, the tent flap was flipped up and a kid who looked barely sixteen stuck his head in. He was wearing the best news boy cap Spencer had ever seen.

"Solomon, Solomon," he panted as if he had been running. "Mr Diagoras is here."

That name obviously meant something to Solomon. With a muttered oath, he snatched up his hat and stalked out of his tent. Spencer and the Doctor traded raised eyebrows and followed.

* * * * *

The mafia had come to Hooverville. That was Spencer's first thought as he took in the weasel in three piece pinstripe, flanked by a goon on either side. Spencer crossed his arms in disgust as the man called for workers. Exploiting those least-able to defend themselves.

"What's the pay?" the boy in the news cap called out.

Diagoras smirked. "A dollar a day." Spencer had no idea what the dollar was worth in the Depression, but from the grumbles around him, it obviously wasn't worth much.

Some of the men drifted away, but despite their grumbling, most stayed. A dollar wasn't much, but it would be a dollar more than they had yesterday. "What's the work," Solomon asked in a tone that was just shy of outright challenge.

"A little trip down the sewers." At that, more grumbles, more men drifting off. "Got a tunnel collapse that needs clearing and fixing." Spencer couldn't blame them. If his ride home wasn't still planted to his spot, Spencer would probably be half-way back to the warmth of the fire by now too. "Any takers?" Diagoras asked, slimy like a snake.

"Dollar a day is a slaves' wage." Solomon was pressing for a better deal, but Spencer thought that, judging by the set of Solomon’s shoulders, that he wasn't expecting to get far. "And those that go down don't always come up."

"Accidents happen," Diagoras replied in a tone that was, to Spencer's ears, borderline obscene. If a little 'accident' happened to him, Spencer wouldn't exactly loose any sleep over it.

Next to him, the Doctor scratched the back of his head in a gesture that was becoming increasingly familiar. "What kind of accidents?"

"Never you mind," said Diagoras in a patronizing tone. "If you don't need the work, there are plenty others who do. Anyone?" Next to Spencer, the Doctor raised his hand. Spencer's sense of foreboding grew. "Enough with the questions!" Diagoras snapped.

The Doctor didn’t smile. "No question. I'm volunteering." He looked meaningfully over at Spencer.

With a scowl, Spencer raised his hand. "You are _so_ going to have to make this up to me."

The Doctor beamed at him. "Think of it this way. Your shoes are already ruined."

Spencer looked down at the stained instep, the water marks left by the dew of the grass, the splatters of mud. His scowl deepened. "Making it up to me _and_ taking me shoe shopping," he amended. Spencer looked back up at the Doctor again. "And trust me, whatever terrors you've faced are nothing on taking me shoe shopping."

The Doctor's smirk dropped a fraction.

"Come on,” Diagoras commanded. “You got work to do!" With one last scowl, Spencer fell into step with the boy - Frank? - who had volunteered after them and followed the Mafia crew out of Hooverville.

* * * * *

Spencer dropped lightly off the ladder and landed in something that _squelched_. Deciding discretion was the better part of valour, he resolutely kept his lantern high and did not look down.

But seriously - _ew._

Next to him, Frank lifted his own light, shining the beam on the hatch that framed Diagoras’ face. "When do we get paid?" he asked, aggressive as a puppy.

"When you come back up,” Diagoras told the boy.

Solomon raised his own lantern. "And if we don't come back up?"

Diagoras didn't look away. "Then I've got no one to pay." He vanished, and the sewer cover clanged back into place.

Spencer rolled his eyes, trying to keep his breathing shallow. “You know,” he told the group. “I really don’t like him.” Turning away, he shone his light down the tunnels. The Doctor appeared at his elbow, long fingers tapping Spencer’s wrist to guide the beam of the lantern. "Mapquest for sewers would be really handy right about now," Spencer muttered, just low enough for the Doctor to hear. The Doctor flicked his fingers gently against the exposed skin of Spencer’s wrist in silent rebuke.

Spencer nodded, moving to fall into step with Frank as Solomon took the lead. "We need to stick close together," Frank said with a tiny nervous quaver in his voice. "These tunnels are like a rabbit warren. You could hide an army down here."

Spencer tugged at his zipper until his jacket was completely closed. The damp cold down here was making him shiver.

* * * * *

It felt like the tunnels enclosed their own damp, self-contained world. Making non-committal noises as Frank chattered away with forced cheerfulness beside him, Spencer kept his eyes on the line of the Doctor's back, the sway of his coat.

Following the Doctor into trouble. Again.

Spencer felt like slapping himself. Once more, without _thinking_ or weighing the options, or even asking a single fucking question, he just blindly followed. He couldn’t start now, not with Solomon and Frank around, but as soon as he and the Doctor were alone, he was going to start asking questions. Probably starting with _what the fuck were you thinking?_.

It was like the Doctor's pained confession back in Pharmacytown had never happened. And Spencer had been so sure, too, that he had finally cracked it, finally had him opening up.

So sure the Doctor was finally trusting him.

With a shake of his head, he snapped himself out of it. Emo aside, they were in tunnels, under Depression-era New York, where people had been vanishing. He'd already been kidnapped once this month, and he was going to make sure it didn’t happen again.

Next to him, Frank was talking in the tones of someone winding down a story. "So, that's it. Took my coat and hitched up here on the railways. There are lots of runaways in the camp, from all over. Solomon keeps an eye out for us."

At the sound of his name, Solomon cast a glance over his shoulder, a look of fond exasperation just discernible on his face.

The Doctor didn't look at all.

"What about you?" Frank was asking. "How do you get here?"

Spencer sucked on his lip for a moment, then gave a philosophical nod. "Just a hitcher too."

* * * * *

They rounded the corner is silence, and it took a moment for Spencer to register the greenish tinge that had added itself to the glow of their lamps. "What is it?" Despite his earlier resolution not to look at the floor, he lowered his lantern towards the source of the green glow. “What is it, radioactive?”

"I don't think so," the Doctor said slowly.

Spencer moved around the Doctor's crouched form, noting idly that his coat-tails were now dragging in the slime of the tunnels. Crouching down more neatly (and double-checking that nothing of his was trailing), Spencer took a closer look at the thing, and immediately regretted it. Clapping a hand over his nose and mouth, he swore. "Fuck, that's rancid." His eyes widened as the Doctor leaned over and scooped it up. "And you don't even need to be dared.”

The Doctor ignored the running commentary. "Shine your light through it." Keeping one hand over his mouth, Spencer fumbled his own lantern until the beam struck the green thing as it hung off the Doctor's fingers. "Organic composite matter," the Doctor began to babble quietly, a stream of jargon that Spencer could barely follow.

"So. Non-human, then?" he asked with fake brightness as the Doctor wound down.

"Definitely. And I'll tell you another thing." Spencer rocked on his heels and pushed up as the Doctor sprung up. "We're at least half a mile in, I don't see any signs of a collapse, do you?"

Spencer looked around, and felt instantly foolish. "Where are we, anyway?"

The Doctor tilted his head back, exposing his slim, pale throat. "Well, we're right underneath Manhattan..."

Spencer put his hand on his hip and glared. "Could you be _any_ less specific?"

* * * * *  
Spencer trudged along miles of empty, perfectly stable corridor. "Definitely gone half a mile now," Solomon said, anger threading through his voice.

The Doctor paused, beaming the light from his torch down the passage. "Solomon, I think it's time you took these two back. I'd be much quicker on my own."

Spencer knew he should say something like 'no, I'll go with you,' or even 'have you _ever_ seen a horror film?' but he was mute. There was a part of him, a strong part, that craved sunlight and fresh air again. The other part of him hated himself a little for his cowardice.

But before Solomon could respond, a high-pitched squealing sound echoed down the corridors. Then another.

"Hello," Frank called and was shushed from three sides. "Folk could be lost down here,” Frank snapped at them. “Scared out of their minds."

"You think they're alive?" Spencer knew the Doctor well enough now to know that tone of voice. The Doctor didn't share Frank’s opinion.

"We ain't seen no bodies," Frank shot back.

"The night is young," Spencer couldn't help murmur. "And I haven't filled my quota of corpses for this trip yet."

If the Doctor heard him, he was ignoring him. "Which way?" he asked.

"This way," Solomon said. His torch swung around as the squeals came down one passage, then another, then a third.

"How many of them are there?" Frank breathed, taking half a step closer to Solomon. He was no doubt revising his 'mad survivor' theory.

Spencer swung his own torch, playing the light out over the junction, looking for the little brass plaques that served as navigation in these depth. The light caught something not stone, not brass. Flesh.

"Doctor," he whispered as loudly as he dared. Something in his tone must have communicated itself to the others, because they silently, cautiously, added their light to Spencer's. The converging beams picked out the shape of a person, huddled against the stones.

"Who are you?" Solomon demanded, his tone not unkind, but certainly brooking no argument.

"Are you lost?" Frank added in a far more gentle voice. "Can you understand me?"

Spencer could feel the Doctor standing at his side. Spencer didn't dare take his eyes off the figure as the Doctor silenced Frank and stepped forward. There was something -- something _not right_ about the figure crouched against the stone.

The Doctor wove in and out of Spencer's beam as he approached the figure, but it wasn't until the Doctor crouched down that Spencer caught his first good look at the creature's face. And it was a creature - vaguely pig-like, despite the human body.

"Fuck," Spencer murmured under his breath as the Doctor confirmed it was real, not a mask, not makeup. The hairs on the back of his neck were standing on end, and he really, _really_ didn't like where he thought this was heading.

As if in response to his foreboding, shadows began to play on the wall over the Doctor's head. "I think you better get back here..."he called out as loudly as he dared. Three figures appeared in the tunnel, standing abreast. Spencer could hear the grunty in-out of their breathing. "Doctor!" he said again.

"Actually, I think you're right." The Doctor rose and carefully walked backwards towards Spencer.

"This is bad," Spencer said.

"Yeah, thanks, I'm getting that." The Doctor was almost back to them, and Spencer took a quick step back himself.

"What now?" he snapped.

"Spencer, Frank, Solomon,” the Doctor murmured. “I think we _**RUN**_."  
They ran, the Doctor overtaking Spencer to lead them through the serpentine maze of tunnels. Barrelling up a ladder, he whipped out his sonic screwdriver and heaved the cover up as if it weighed nothing at all. "Come on," he yelled.

Spencer did not need to be told twice. He flew up the ladder, feet scrambling to get traction on the slippery surface. Spencer threw himself through the manhole and rolled to one side as Solomon came up hot on his heels.

"Frank!" the Doctor yelled, his voice echoing weirdly. He and Solomon leaned through the gap, reaching desperately. Before Spencer could get to his feet, Solomon reared back. "No," the Doctor screamed as Solomon body-slammed him aside and hauled the manhole back over. Spencer caught a glimpse of a pinkish, hoary ear before the cover clanged into its socket.

"I won't lose anyone else," Solomon bellowed into the Doctor's face as the Doctor scrabbled ineffectively at the cover. "Those creatures were from hell itself."

The Doctor was yelling back, just as loud. "I've gotta go back, we can't leave him there."

Spencer took a deep breath. "SHIT FUCKING DAMN," he bellowed over the argument. The Doctor stared at him blankly, his chest heaving as he sucked in gasps of air. Solomon's eyes were wide with shock. "Now that I have your attention," he added in a normal tone of voice. "Rhinos, cats, and now pigs. So far, apart from the furryphilia, only the crabs have actually tried to hurt people. Maybe Frank is okay - hopefully, Frank is okay. But barrelling down there won't help him if he is." Spencer took two steps towards the Doctor. "We need a plan," he said in a voice quieter still.

The Doctor opened his mouth, paused, and closed it again. In the silence that followed, the click of a safety being released was extra loud. The three men turned to stare at the blonde in the severe dress with the pistol.

"Awright,” the blonde drawled. “Hands in the air and no funny business. Now, where's Laslo?"

Spencer sighed, overloaded on adrenaline and lack of sleep. The world kept going in and out of focus, and this was the second time in as many days as he had had a gun pulled on him. "Who the fuck is Laslo, lady? The fucking elephant man?"

The Doctor elbowed Spencer in the ribs. Hard.  
* * * * *  
Laslo, it turned out, was her boyfriend. The three men were huddled in the doorway to what looked like a dressing room, overflowing with lace and fripperies.

It was all very familiar.

The Doctor flinched as the blonde waved the pistol around like a baton. Spencer was starting to doubt it was even loaded.

"It might help," the Doctor said in his best 'talking to crazy people' voice. "If you put that down."

"Huh?" Spencer rolled his eyes, sure he could hear the vacuum between her ears sucking. "Oh, right." She tossed it onto a pile of clothes, and the Doctor flinched again. The blonde laughed. "Oh relax, it's not real, it's just a prop. It was either that or a spear."

Spencer manfully resisted the urge to slap himself in the face. "And again, I am held up with a toy," he commented to the world in general. He dodged the elbow the Doctor tried to jam in his ribs, and stepped around to claim the other chair in the dressing room. Turning it around, he straddled it and rested his chin on the back. "So Laslo is your boyfriend, and now he's vanished, and you think something's up."

She was looking in the mirror, and she sought his eyes in the reflection. "Yeah. Just, one minute he was there, the next - zip. Vanished."

The Doctor stepped forward. "Okay...what is your name?"

"Tallulah. Three L's and an H."

"Tallulah. We can try and find Laslo, but he's not the only one missing. Men are disappearing every night."

Solomon was still standing in the doorway, his fists clutching the lapels of his jacket, holding them tight. "And there are creatures down there. Such creatures."

Spencer fought the urge to hum Rocky Horror. Tallulah shot a look around the room. "What'dya mean, _creatures_?"

The Doctor had his hands in his pocket, was crowding her, almost physically blocking the line of sight between her and Solomon. "That's not important. What I need to do is find out what this is." From his pocket, he produced the green slime brain, looking decidedly more dried out and rubbery under the yellowish tinge of the dressing room lights. "Because then I'll know what we're fighting."

Tallulah wrinkled her nose and flinched away from the smell. And given that she had three men who hadn't showered in a while and who had spent the evening traipsing through the sewers in her tiny dressing room, that was saying something. Spencer caught her eye and nodded. “Try not to think about it,” he offered.  
“Works for Spencer every time,” the Doctor shot back, stepping back quickly as Spencer hurled a feather boa at him.  
* * * * *  
The Doctor was racing around backstage, pulling bits off props, lights, anything. Spencer couldn't fathom any pattern, and wondered if the Doctor knew what he was doing, or was just making it up as he went along. "Need a hand?" he asked as he trailed along after him.

"Capacitors. Anything electronic might have them."

"Electronics in Depression era New York. Sure, I'll just duck down to the local Best Buy, get you a whole bag."

The Doctor spared him a withering glance over the shoulder. "Come on Spencer Smith. Backstage. Isn't this your natural habitat? I'm sure you can find something if you're sarcastic for long enough."

Spencer rolled his eyes and turned on his heel. "Electronics," he snapped at Solomon as he past the other man. "Anything might do. Snap to it." It spoke to how jumpy the man was that he obeyed without question.

Spencer drifted along, past set dressings and backdrops. The smell of greasepaint and sweat was thick in the air, and Spencer felt a little pang of homesickness.

The lights in Tallulah's dressing room were warm as they seeped around the cheap, ill-fitted door. He knocked lightly, pushing it open at Tallulah's invitation.

She was seated at her dressing table, dressed in a tight little silvery number that brightened her eyes. Her face was made up, covering up the red rims and tear tracks from earlier.

Capacitors might elude him, but perhaps there were other ways to get information. "Tell me about Laslo?" he asked, taking his seat again.

He couldn't help but smile a little at the effusing glow that surrounded Tallulah as she described her lover. "And he'd always leave a flower on my dressing table every night. Just a single rose bud."

Spencer didn't even bother to ask about the police - Solomon's sharp rebuke back at Hooverville had told him everything he needed to know about cops in the Depression. He stood up and moved over to the clothes rack, dragging his fingers across the different textures of the fabrics. "Won't anyone help you look?"

"He's just a stage hand, sweetie," Tallulah said sadly. "No one cares. The management certainly don't."

"But you're the star," he said. "Surely you have some clout?"

She laughed bitterly. "I've got a single song in a backstage review. If I kick up a stink, they'll just fire me. And if I don't make this months’ rent, I'll end up in Hooverville." Her eyes were huge and dark in her pale face as she stared at him in the mirror. "It's the Depression, honey. Your heart might break but the show goes on."

And that right there was the difference between play-acting the role every night, and living it for real. Next tour, they were doing something different. Tallulah might not be able to put her foot down, but Spencer sure could.

Tallulah was biting her lip, and Spencer realized belatedly that she was crying silently and without tears. "Oh," he murmured and hauled her up into a crushing hug. Her arms wrapped around him and held him tight. "I'm sorry," he whispered.

She sniffed, and Spencer could feel her pulling herself together even before she pulled away. "Anyway, I heard the guy in the sharp suit say you performed too." She looked at him, head tilted. "Musical theatre?"

Spencer blinked at the non sequitor. "Umm, more theatrical music, actually."

She smiled and nodded knowingly. "I figured as much. I saw the way you were looking at him."  
Spencer had the distinct impression he was missing something very important. "I...looking...what?" The penny dropped. "Oh, no, we're not -- it's not -- I mean, there's nothing _wrong_ with that, it's just..."

Tallulah was shrugging on a pair of white fuzzy wings. "Of course, sweetie." She gave him a showy wink and a wicked smile. "But now tell me." She pranced on the spot, a wiggle and twist that caused the silvery strands of her dress to sway. "How do I look?"

Spencer Smith had been well-trained by the women in his life. "Like an angel."

Her smile faltered, just for a second. "That's what Laslo used to say."

Spencer crossed the dressing room in two quick strides and took her hands. "Don't give up hope. The Doctor's on the case, and believe me, you ain't seen nothing yet." He gave it his best New York drawl, and Tallulah laughed.

"Oh, I got hope honey. Look." She reached over and picked up a perfect white rosebud off the dressing table. She held it up between them.

"Laslo?" Spencer breathed.

Tallulah smiled weakly and shrugged, causing her wings to flutter like they were real.  
* * * * *  
He tucked himself in stage left and watched as Tallulah and the chorus girls get into position behind the curtain as a male voice introduced the number.

The girls swirled and sashayed in a blur of red and silver as Tallulah swayed up to the microphone, the girl crying in her dressing room replaced by a bewitching woman shining under the hot stage lights.

Spencer smiled as he watched her perform, grateful for the moment to just stop and breath. He was watching a review in Depression era New York, after all.

How cool was that?

A figure moved up to mirror Spencer's own position in stage right. At first he thought it was just a stagehand, but then he drifted just far enough into the reflection of the stage lights that Spencer could see that there was something _not quite right_ about the other man's face.

In fact, it looked distinctly porcine.

"No way," he breathed out, looking around for a way to cross the stage without disrupting the show.

Tallulah passed in front of him, tossing him a wink as she passed. "Look," he whispered as loudly as he dared. " _Look!_ " He waved with both hands towards the other side of the stage.

The figure on the other side of the stage saw him pointing. With quick, confident steps, he was ducking out from under the ropes and pulleys.

Spencer didn't think, he just ran, curving around the back of the dancers, the backdrop curtain brushing against his shoulder. He stood on something soft, and heard a squeal of protest from one of the dancers, but he kept running. Something told him that if he lost the pig-man now, he'd never find him again.

The pig-man paused at the top of the stage entrance and looked back. Behind him, he heard Tallulah shriek, the other girls joining her a moment later. The pig-man's eyes widened, and then he was gone down the steps.

Tumbling down the narrow wooden stairs, Spencer looked around wildly. A flicker of motion had him tearing down the right hand passage. "Wait," he yelled in vain. "Just wait, please!"

Slamming into the prop room door hard enough to hurt, Spencer pulled up just in time to stop himself colliding with a rack of dusty costumes.

The pig-man was nowhere to be seen. "Fuck," he cursed succinctly.

Looking around as his eyes adjusted to the gloom, he realized why the space seemed familiar. This was where they had come up from the sewers before. Pushing past the rack of costumes, he walked slowly to the edge of the now-open manhole cover.

"Oh," he breathed. "That's not good." Meaty hands came out of nowhere, grabbed him around the chest, pulling him to the floor. Spencer shrieked in shock and fear, but more hands rose out of the open manhole cover, dragging him down into the darkness.  
* * * * *  
Spencer tried to keep track of the turnings as he was hauled and pushed back through the sewers, but the darkness was disorienting. Every time he tried to get his bearings, a fist would come out of the shadows and pummel him. He bounced off a wall as a particularly hard shove caught him in the small of the back, and the tendons in his wrist twanged in sharp protest. "Get off me," he snarled, holding on to his anger and pushing his fear aside.

In response, one of the pig-man pushed its snout up into Spencer's face, his stunted tusks gleaming in the barely-lit gloom of the tunnels.

Spencer tried for bravado. "If I wouldn't kiss Shakespeare, I'm sure as hell not kissing you." He knew it would have been more impressive without the nervous stutter.

In response, the pig-man grabbed Spencer's shoulder hard enough to fire bursts of pain down to his elbow. Ignoring Spencer’s cursing, the pig-man hauled Spencer off the wall and into something soft. Spencer pulled back, blinked as his eyes focused in on the familiar features, then hauled Frank close. "Frank! Oh my god, I thought we'd lost you."

The pig-man slammed a fist into Frank's shoulder, and Spencer felt the reverberations of the blow travel down Frank's arms and through into Spencer's hands. "Alright, quit it, we're moving!" he yelled. Turning, he began to walk, keeping Frank's hand in his. Frank bunched up even closer behind Spencer, trapping a ghost of warmth between them.

"Where are they taking us?" Frank stuttered.

Spencer huffed out a breath. "Don't know. But we can find out, let people know, stop it." He squeezed Frank's hand for emphasis, and hoped he sounded more confident than he felt.  
Frank leaned in closer. "Why are they keeping us here for?" The pig-men had herded them into a junction, ringing them in like they were penning them up.

Spencer cut off that mental image with ruthless self-discipline. "Don't know. Pig-boy over there wasn't exactly the chatty type." The nearest creature took half a step closer, and Spencer felt Frank's hands close around his bicep, pulling him so close they were touching nearly the entire length of their bodies.

Spencer didn't fight it. He was a long way from home, and who knew where the Doctor was -- probably still in the theatre. He'd take any friend he could find.

Suddenly, the pig-men erupted into oinks and squeals, closing in, pressing the herded group up against the wall. "What's wrong?" Frank asked wildly.

"Si-lence!" A voice, distorted by heavy reverb, preceded a whirring noise. Spencer felt his mouth drop open as this metal thing, as tall as he was, rolled into view from one of the adjoining tunnels.

"You will form a line." On command, the pig-men pressed in. Further along, one big guy started to struggle. "Shut up and do it," Spencer yelled before he could even think. He wasn't sure who was more surprised, the pig-men or himself, when everyone obeyed.

Another whirring heralded the arrival of a second rolling box. "Re-port!" it said in the same distorted, uneven cadence.

"These are fine specimens. They will help the Dalek cause."

Spencer's head snapped up, but the metal things didn't notice. He could feel Frank's hand tighten in question, but Spencer shook his head, not daring to talk. He'd heard that name before.

Spencer felt his jaw tighten as he replayed in his head, in the Doctor's cracking, grief-strained voice, the story of the Time War.

Daleks.

Spencer closed his eyes briefly.

They were so fucked.  
* * * * *  
Spencer got over his little freak-out just in time to hear the first Dalek declare that it would "extract prisoners for selection."

"Oh, that sounds fun," Spencer breathed, going as relaxed as he could as the pigs man-handled (pig-handled? Spencer really hated his brain some days) them into a tidier line.

The Dalek began to roll up the ragged line, shoving what looking like a fucking _plunger_ into each of the prisoners' faces one by, deciding their fates.

Pig-slave. Lab experiment. Low intelligence or high.

Spencer lifted his chin and took a deep breath as the Dalek rolled closer and closer.

Frank scored high, for which Spencer was relieved. At least they wouldn't be separated.

But as the plunger was extended towards his own face, he felt a moment of doubt. Would they?

"Superior intelligence."

Spencer sucked in a shaky lungful of air. "Of course, you rolling heap of scrap.” This time, he managed to keep the quaver out of his voice.

The Dalek ignored him. "Those of high intelligence will be taken to the transgenic laboratory."

Spencer bit his tongue as the urge to scream at the Dalek grew. If they got out - _when_ he got out of this, Spencer was going to make himself write out 100 times 'I will not insult evil aliens to their face without an escape plan.'

Spencer grimaced as the pig-slave closest to him wrenched his arm behind his back and pushed him into line with the other brainiacs. An escape plan would be really, _really_ awesome right now.  
The pigs grunted as the Daleks rolled away, and in a straggling line, they were led off down another corridor in the maze of sewers. Spencer craned his head, trying to make out where they were going.

As they passed another junction, there was the sensation of something moving, and Spencer almost groaned in relief as a familiar voice whispered in his ear. "Just keep moving."

Spencer spared a quick glance over his shoulder, catching a glimpse of brown coat and pin-stripes. "Nice of you to drop by," Spencer managed, his voice shaking in relief.

"You can kiss me later. You too, Frank." The Doctor leaned over and whispered in Spencer’s ear. "How’s that for secure, eh?"

"Very nice," Spencer managed to weakly murmur, his relief ebbing away. Things had to be bad, if the Doctor was trying to cheer him up.  
They marched. Spencer gave up on trying to keep track of their path, and just concentrated on not tripping over his own feet in the dark.

Ahead, the pig leading their doomed procession squealed, and Spencer squinted at the light pouring out through an open doorway. As his eyes adjusted, Spencer took in the cavernous space filled with what looked like Frankenstein's laboratory.

A Dalek rolled by, and Spencer followed with his eyes as the Dalek rolled up to three others -- two in the burnished copper like the ones in the sewers, and one in matte black.

Black was steaming and shuddering. Somehow, Spencer knew that it wasn’t meant to be doing that.

"Report!" The Dalek's voice echoed off the bare concrete walls.

"Dalek Sec is entering the final stage of evolution. Prepare for birth!"

Spencer blinked. Behind him, he could feel the Doctor's breath puffing on his ear as he whispered "evolution?"

"What's wrong with the Black one?” Spencer whispered without turning. “Voided his warranty?"

"Ask them!"

Spencer half turned in surprise, and the Doctor's hands shot out and latched onto Spencer's arms, holding him still so as not to attract attention. "What?" Spencer hissed out of the corner of his mouth.

"I don't exactly want to get noticed. Ask them what's going on." With that, the Doctor let him go with a little shove.

Taking a shuddering gulp of air, Spencer stepped out of line. "Hey, Daleks!” He yelled. “What's going on? What's this final experiment?" He stared, going slightly cross-eyed, as the Dalek's rolled closer. " _Report!_ " he snapped.

"You will bear witness." The Dalek said. Spencer could be sure, but the thing sounded _smug_.

"Witness to...?" Spencer trailed off and made a gesture for the Dalek to continue.

"To a new age."

It was like pulling teeth, or getting Ryan to talk when he was feeling self-indulgently emo. "Explain!" The cadence of the Dalek's words had seeped into his own, and he barely recognized his own voice.

"We are the only four Dalek's in existence." It was all Spencer could do to turn and look at the Doctor. The last great Time War, down to this - four to one, in the sewers of Depression-era New York. "So the species must evolve a life outside the shell. The children of Skaro must walk again." With that, the Dalek rolled backwards, conversation over. Spencer waited until the glowing eyestalk swung away from him before he slipped back into line, next to the Doctor.

As the glow in the black Dalek's eyes dimmed and died, Spencer sought out the Doctor's hand with his own and gave it a quick squeeze before letting go. If the Time War was going to erupt again, he wanted his allegiances known.

The shell of the black Dalek opened like petals, and something strange stepped out. As it unfolded upwards, Spencer swore.

"Holy fuck, it's a squid in a suit."

No one heard him. Every attention in the room was riveted on the new creature. It stood up fully, arms spread, head tilted back. Its voice was raspy when it spoke, but it was clear. "I am a human Dalek."

Spencer tore his eyes off the human Dalek and looked at the Doctor, slack jawed. The Doctor's eyes darted to meet his, and he gave a small, almost unperceivable nod. Spencer returned it - message received - before he turned back to the creature.

Spencer stepped back out of line and pulled back his shoulders. "HEY!" he yelled loudly as he dared.

 


	6. Evolution of the Daleks

**Summary for the Chapter:**

> "Oh my god," he whispered as he realized what was going on. "They're herding us!"

The remaining humans all stared at Spencer. He met their gaze, moving further out into the room. He didn't see the Doctor slip away, so much as feel the sudden absence of his presence. When Spencer didn't say anything else, all attention turned back to the Daleks.

Spencer really, _really_ hoped whatever the Doctor was planning involved running away _really_ fast.

"Prepare the prisoners for hybridization!" Every eye in the place turned to stare at the four humans huddled in a bunch, ringed by pigs. Spencer tried not to flinch as the nearest pig closed in. Despite his best efforts, he couldn't help looking around for the Doctor.

He caught a glimpse of a familiar coat, crouched over something. The Doctor looked up, caught Spencer's wide-eyed stare, and glared back with another meaningful little bob of his head.

As hoary hands closed over him, Spencer erupted into a fury of motion, struggling and squirming, pushing and pulling without a care as to who or what he hit -- anything to slow down the procession to hybridization.

But the pigs were bigger and stronger, and they were winning.

Without warning, there was music, a cheery big-band number playing tinnily. "What is that sound," the hybrid-Dalek demanded.

"Ah, well, that would be me." As the Doctor made his overdue appearance, Spencer pulled out of the pig-man's grip. They were still ringed in on all sides, but at least they were no longer being dragged to their fate.

Spencer watched with growing amazement as the Doctor avoided outright extermination and even got the squid monologuing like a B-grade villain. Spencer had the sudden, incongruous thought of whether that made him the Bond girl, and had to blink to clear his attention. He really did hate his brain some days.

"Time was, four Dalek's could have conquered the world." The Doctor was doing something, buying time or getting information, Spencer wasn't sure. Either way, he hoped that the random ear-tugging wasn't some signal he was meant to recognize. “Lurking down here, skulking in the dark, experi-menting.” The Doctor clicked his tongue, dragging out the word. “All of which results in you.”

”I am Dalek in human form!” Spencer had to suppress a little shudder at the creature’s declaration. From the way Frank edged microscopically closer, he knew he wasn't the only one.

Spencer watched the Doctor, painfully aware of the Dalek's ringing him in. If whatever he was planning failed, he would die, right there in front of Spencer. And this time, nothing he could do would bring the Doctor back.

And if the Doctor died, then what? He stomped down on that train of thought before it could go any further. Faith and hope, that was what he counselled Tallulah. He'd just have to swallow his own advice.

"What is he doing?" Frank whispered as the Doctor asked the hybrid how it was feeling.

Spencer shook his head sharply, and Frank fell silent again. In the quiet, Spencer listened with growing dismay as the hybrid listed the features of humanity it found most desirable.

Ambition

Hatred

Aggression

"Such a genius for war!" The hybrid declared with an insane note of glee.

"Paging Doctor Phil," Spencer muttered, ignoring the sharp look Frank shot him in return. Instead, he tugged lightly on Frank's coat sleeve, nudged the other prisoner until he got his attention, made them ready.

One way or another, things were going to boil over any second now, and Spencer knew enough by now to be ready for it.

“What have you achieved?” the Doctor cried, addressing all the Daleks. “With this ‘final experiment’, eh? _Nothing_!” He sauntered over, hands in pockets. Spencer only caught the little nod because he was watching for it. He felt his muscles tense, adrenaline pumping. “I can show you what you’re missing,” the Doctor continued. “With this.”

"What is the purpose of that device?" One of the un-modified Daleks demanded as the Doctor pointed out the radio he had brought in with him. Who knows where he had picked it up, but maybe it had a bomb in it or something?

"Exactly, it plays music. What's the point of that! Oh, but music, you can dance to it, sing with it--" he leaned over and looked down the nearest Dalek's eyestalk. "Fall in love to it."

Spencer knew, rationally, that the wicked-fast glance the Doctor tossed him as he straightened up was to cue him for the crescendo that the Doctor was building.

That was all.

He took a deep breath, caught Frank's wrist in his fingers, and --

The sound the Doctor pulled from the little radio with his sonic screwdriver was like nails over a chalkboard hung inside his skull. Spencer reeled, but he was already moving when the Doctor screamed "RUN!"

Once again, they ran. The sewers flashed by, blurring with speed and adrenaline.

Tallulah was there, glowing like a diamond in the gloom. Spencer wasn't even sure she was real, not a hallucination, until he slammed into her, using his weight and momentum to get her moving.

They ran on through the darkness.

The Doctor's coat twisted and snapped as he overtook them, like he was racing through a gale. Spencer focused on that, one hand holding onto Tallulah's arm as he concentrated on breathing, on running.

"Up up up!" Spencer looked up, nearly fell as he overbalanced, recovered and pushed Tallulah up in front of him.

The small rag-tag group heaved themselves over the lip of the pipe, the Doctor rising up last. Spencer moved silently and helped him haul the cover back into place. A blue light, the sonic buzzing as it glowed, and the hatch was sealed.

"What now?" Tallulah asked, nearly sobbing.

"We can't stay here, they're right underneath. They could just find another ladder." Frank was crouched on the floor, arms wrapped tightly around himself. But as he spoke, he rose to his feet. Spencer could see the effort of will it took for him to loosen his arms and let them drop to his sides. "We should go back to Hooverville, warn people. Besides, I don't recall seeing none of those in the Park," he added with a nod at the sealed cover.

"Agreed," the Doctor said quietly. "Come on, can everyone walk?" The rest of the prisoners were too shocked to argue. They rose and docilely followed Frank and Tallulah out through the theatre.

The Doctor caught Spencer's arm as he made to follow as well. "What?" Spencer asked.

The Doctor searched his face. "How about you? Are you okay?"

Spencer tried ineffectually to shrug the Doctor off. "Tired," he admitted. "Hungry, dirty, scared, confused. Tending towards suicidal sarcasm. You know, the usual." He managed a smile, wan but honest.

"Spencer, back there, I--" the Doctor looked down and away.

"Oi, you two? Coming?" Tallulah's shout knocked dust off the rafters.

Without another word, the Doctor let go and walked out of the room. Spencer followed, shivering a little in the cold.

* * * * *

Spencer walked back into Hooverville flanked by Tallulah and Frank. Tallulah made a bee-line for the nearest fire pit, walking daintily in her dance heels. Spencer followed more slowly, holding his hands out to the fire until the heat scorched his palms. Yet he still felt frozen.

The Doctor had trailed them in, and was locked in a low, desperate conference with Solomon. Spencer made a half-hearted attempt to eavesdrop, but it was hard over the crackle of the fire, the movement of people.

Someone nudged Spencer in the shoulder, and he looked up at Tallulah. "Come on, honey. May as well take a load off." He followed her around the ring of stones and sat next to her on a battered and broken old shipping crate.

Tallulah shivered, and Spencer moved closer. "Are you okay?" he asked quietly.

"Yeah," she said in her sweet, self-effacing drawl. "Just a little cold out here." She stretched her foot towards the fire and Spencer realized she was still in her stage costume under that coat.

"Shit, sorry, I…" He moved closer, slipped an arm around her waist, and pulled her up until her body moulded to his.

"No need to apologize, sweetie, especially if you keep this up." She rested her head in the crook of his shoulder and sighed. "Did we tell you we found Laslo?"

”But he’s not here--?” Spencer drew in a sharp breath as he realized what Tallulah wasn’t saying. The prisoners had gotten out. But they had left the pig-slaves behind.

"Yeah. He's...” She stopped and sniffed. “But he's still my Laslo inside though, and that's what counts." Spencer hugged her tight as she spoke with fierce determination.

"Yeah." There was really nothing he could say.

"I'm sorry, Solomon, but there's no other way. Get on the railroads, scatter, just get out of New York." The Doctor's low-voiced plea floated over the crackle of the fire. With a small sigh, Tallulah disentangled herself from Spencer's arms and sat up, making a little play of warming her hands over the fire before tucking herself more tightly into her coat.

Over on the other edge of the fire, Frank spared them a glance, his face unreadable, before he returned his attention to the quietly voiced debate going on in front of him.

"You must be able to reason with them," Solomon insisted.

Spencer made a noise of disgust that was echoed by Frank. "You ain't seen 'em, boss," the younger man added as he stood up and walked to stand before Solomon.

Spencer nodded his support, but nobody was paying him any attention. They were going to keep debating in circles all night at this rate.

The high pitched piping’s of a penny whistle echoed around the campsite, followed by the sounds of shouting. Around them, the camp erupted into chaos as more men took up the call.

"They're here! They're here!"

Spencer was on his feet, adrenaline already pumping. People were moving everywhere, some just panicking, but others moving with purpose. Old soldiers, maybe, like Solomon.

Tallulah's hand was on the small of his back, a pinprick of warm. He reached around and half-led, half-dragged her until she was standing between him and Frank. There was no safe place here, but it was the best he could do.

How could he help her, when he wasn't even sure he could help himself?

"Everyone to arms!" Guns appeared, mainly long shotguns, but also some pistols. Were they old war issue? How come there were guns in this place, when they didn't even have bread to eat? Spencer was buffeted as some of the more disciplined men moved into a protective ring on Solomon's command. No one passed him a weapon, and he didn't try to take one - he knew nothing about guns. Instead, as he was pushed from the fireside, he reached down and scooped up a heavy length of wood. This was a weapon he could handle.

Between bodies, Spencer caught his first glimpse of the pig-men entering the camp. The pigs in the sewer had been disciplined, under control. This lot were rampaging, squealing as they tore after their victims, those who hadn't rushed immediately to the centre at Solomon's command.

"Oh my god," he whispered as he realized what was going on. "They're herding us!" As the pig-ring tightened, more and more people slipped inside Solomon's pathetic circle of armed men.

"We're trapped!" Tallulah wailed. Then the guns went off.

Spencer flinched, wanting to clap his hands to his ears but not willing to let go of his weapon. The men reloaded and fired again, a steady procession without the speed or zing of the automatic chatter that Spencer was familiar with from countless movies.

Some pigs tumbled, but more kept coming out of the shadows.

"Can we hold them off?” he asked, pushed forward to stand with the Doctor. “How many of them are there?"

"Oh Spencer," the Doctor sighed. "They're just the foot soldiers."

Spencer looked around, followed the Doctor's gaze, and cursed. Coming out of the night sky, hovering like no lump of metal ever should, was a Dalek.

* * * * *

The Doctor dove forth as Frank raised his rifle and fired off a single round. Over the cries and whimpers of the crowd, Spencer heard the ricochet. He clutched his own stick tighter, knowing it was a useless weapon.

The Doctor stepped back, pulling Frank with him. Spencer ducked forward and clutched the Doctor's arm. "There's more than one!" he hissed.

"I remember..." the Doctor murmured back. Almost as if they had summoned it, the second Dalek appeared in the night sky.

"What are they waiting for?" Spencer said, his stomach a burning ball of acid. They were just hovering over them, like the demonic angels the men were crying out about.

Spencer wished he'd kept his trap shut when the Dalek's swooped and started firing. It was almost worse that the Dalek's weren't firing into the crowd, but rather at the stragglers still hiding out in the camp and surrounding woods. Whether it was to herd them together, or just to kill the witnesses, he didn't know. All he could do was hold onto Frank and Tallulah, keep them close as around them people died, screaming.

Again.

The firing stopped as suddenly as it had started, but Spencer wasn't in the mood to stand up or let go of his new friends.

"The humans will surrender!" One of the Dalek's said in that weird, metallic cadence.

"LEAVE THEM ALONE!" The Doctor shouted. Spencer pushed Frank over a little so he could see. The Doctor was alone, in front of the pathetic little knot of people, standing tall and defiant in the face of the enemy. "THEY'VE DONE NOTHING TO YOU!"

Spencer forced himself to stand up, and as if taking their cues from him, Tallulah and Frank rose as well. Spencer felt a fierce surge of protectiveness and affection towards them - they were just people, trying to get by, and suddenly they were called on to stop an alien invasion. He wasn't going to let them get hurt because of it.

Tucking them both behind him, Spencer mirrored the Doctor's posture - feet apart, head held high.

He wasn't the only one taking his cue from the Doctor. Solomon stepped forward, shrugging off the Doctor as he tried to pull the other man back. "I am told I am addressing the Daleks," Solomon began. As he moved through his speech, an impassioned plea to the compassion of the Dalek's, the Doctor drifted back. Spencer felt the urge to go stand with him, but he had his hands full holding back Tallulah and Frank, who were struggling to go to Solomon.

Spencer had been travelling through time for only four days, give or take a couple of centuries. But he already had a pretty good idea of exactly how far idealism would get you.

Spencer bit his lip and flinched, looking away as the Dalek's shot Solomon down like an animal. Frank knocked Spencer into Tallulah as he ran to cradle Solomon's lifeless body. Spencer was grateful when Tallulah choked back a little sobbing cry and buried her face in his shoulder. It gave him an excuse not to look.

"ALL RIGHT, SO IT'S MY TURN!" The Doctor was screaming, all control just _gone_. Spencer scooped Tallulah up and turned so she was pressed against his back. "THEN KILL ME!"

Tallulah squeaked, and Spencer felt his whole body shaking. Right at that second, he didn't know if he was scared for the Doctor...or of him.

"DO IT! DO IT! **DO IT!!** "

Spencer shifted his grip on his stick, his other hand balling into a fist. If they did, it would be the last thing they _ever_ did, tin pot alien predators or not. Behind him, Tallulah laid one slim hand on his shoulders, like she could see what he was thinking.

"Ex-term-inate!" the Dalek intoned like a bell...then stopped. "I do not understand -- The Doctor -- The urge to kill is too strong -- I obey." It was like listening to one side of a phone conversation.

The Doctor was as confused as Spencer had ever seen him. "What's going on?" he demanded, some of his earlier berserker attitude slipping away in the confusion.

The Dalek sounded almost disappointed. "You will follow!"

"No!" Spencer peeled Tallulah's hands off his waist and leapt forward, stopping just short of the Doctor. There was something that discouraged Spencer from getting any closer, but he couldn't just stand back and watch him walk into the lion's den. "You can't. _Please._ "

The Doctor turned to face Spencer, his eyes bright in the light of the fires still burning from the initial attack. "I've got to go; the Dalek's just changed their minds. The Daleks _never_ change their minds." He spoke low and fast, his words tumbling over each other, and Spencer knew that the Doctor had already made his decision.

"But..." he gestured to the huddled group of survivors with his stick. "Once you're gone, _we're_ gone."

The Doctor cast his gaze over the group, and then turned back to the Dalek hovering above them. "One condition: if I go with you, you spare the lives of everyone here."

"The humans will be spared. Doctor, follow."

Spared from the Daleks, but they were homeless, friendless and wounded. They needed a Doctor.

And Spencer didn't want to loose his friend. Especially not like this. He ran forward, closing the last few feet that separated them, and touched the Doctor's arm. "Then I'm coming with you."

"Spencer, stay here," the Doctor said with quiet urgency. "They're hurt and scared, and they've lost Solomon. You can keep them together. Let me go." He walked away, and Spencer couldn't think of one damn thing that he could say or do to stop him.

"Oh!" His head snapped up as the Doctor turned back. "And, before? What I was trying to say was," The Doctor scooped up Spencer's hand into a double-handed grip, and fucking _shook_ it. "Thank you, Spencer Smith. Thank you very much."

Spencer's heart stopped as the Doctor gave him a tiny, cheeky, little wink. He turned and walked away, hands casually in his pockets as the Dalek's hovered over his head.

Spencer stood up straight and watched him go. The little leather wallet the Doctor had slipped him was warm in his hand.

* * * * *

The way the people of Hooverville jumped to his command spoke volumes as to how scared they were. Frank had taken charge of Solomon's body with only a single, stony glare, so Spencer left him to it. He had Tallulah round up the wounded, set those who had come through physically unscathed to dousing the fires and clearing the muddy paths. Those with guns, he put back on patrol, though he was fairly certain that the Daleks had gone.

They'd got what they came for.

In a short amount of time, the camp was flowing to a rhythm again. They didn't really need Spencer to tell them what to do, just to get them started.

He found himself in the tent Tallulah had commandeered for triage, wrapping bandages around arms and legs, racking his brain for the memories of those first aid courses his mother made him take.

But on the whole, the injuries weren't too bad - nothing beyond what they could handle, anyway. If you didn't die in the attack, you were going to live.

Live with the memories and the nightmares, but live all the same.

Tallulah ducked under the flap of the tent, her fake jewels glittering in the lamplight. "Here ya go, honey, I've got more on the boil." Spencer nodded, but he was nearly done. The women of the camp had taken over most of the nursing duties, eyeing him warily every time they came near.

Tallulah watched Spencer's last patient get up and walk away, arm tightly bandaged with strips of salvaged linen. "So what about us,” Tallulah asked quietly. "What do we do now?"

Spencer shifted and drew the thin leather wallet out of his back pocket. "The Doctor slipped me this. He must want me to use it, somehow."

"What is it?"

Spencer shifted. "It's this special paper, it--" He bit back a curse. “He's right, it is hard to explain. But it gets you into places, like the ultimate fake ID."

"Get into where?"

Spencer rolled his eyes, turning the wallet over and over in his hands. "That's the million dollar question."

* * * * *

Spencer paced back and forth, the wallet fluttering in his hands. They had retreated to Solomon's tent - no one else would go near it, and Spencer needed to _think._

"Okay,” he said at last. “What do we know?"

Tallulah was going through Solomon's papers, looking for clues. "The Dalek's want to take over the Earth," she said, her accent rolling the vowels. "Starting with New York."

Spencer nodded. "True, but not very helpful. They were under Manhattan, the Doctor said. Right under the centre of Manhattan." He sighed and whacked himself lightly in the head with the wallet. "But Manhattan is huge!” He tapped the psychic paper against his forehead. “Think, Spencer, think!" He paced a couple more lengths of the tent, ducking under the tent poles automatically. "Energy converter," he said suddenly. Tallulah flinched. "They said the energy converter was in place." He looked up at the canvas ceiling. "But New York in the twenties? Hell, we're working by lamplight here. Even the Hoover Dam isn't finished yet. There’s no big sources of power around here." He bit his lip. "And they said the Dalekanium was in place. Did they build something?"

Tallulah shrugged, her expression apologetic. "Maybe Frank would know?" she suggested.

"Good idea." Spencer dashed out of the tent, not even waiting for his eyes to adjust to the darkness before racing through the camp.

He found Frank sitting on a crate next to a tiny little fire on the edge of Hooverville. He had taken charge of the dead, but had either finished or abandoned that grisly work. Now, he was just sitting, twisting his cap in his hands. Spencer felt a pang of sympathy for the young man, but he needed answers more.

"Frank, that Diagoras guy. The one that hired us for the trip to the sewers. Is that all he hires men for?"

Frank shook his head, but didn't look up. "Nah, he hires for all kind of work." He sighed and shifted. Spencer could tell, even by the low light, that he had been crying. "We're all so darn desperate for work, we'll take anything and hope we're okay."

Spencer could feel it, that vague sensation, a weird kind of intuition. They were on the right track. Now he just needed to ask the right question. "What kind of work Frank? And more importantly, _where_?"

Frank shrugged. "Building work pays best," he said as he pulled his cap on and down over his eyes. "And as for where, well--" he pointed over his shoulder.

Spencer looked up, and up, and up at the towering structure of the Empire State Building, lit by work lamps even at this hour. In their glare, he could make out the gleaming needle of the lightning rod.

"Oh," he breathed. "Obvious."

* * * * *

The psychic paper worked, and the guards at the entrance to the building site waved them through with a joke about working all hours.

Tallulah waited until they were inside the lift before asking the question that was in her eyes. "How'd that work?"

Spencer made a face, considered how to explain something he barely understood himself. "A flick of the wrist and a magic trick," he finally answered.

Tallulah laughed, but didn't ask again. They rode the rest of the way to the top in silence.

The top floor was a mishmash of varying finishes. Tallulah wandered off to the open end of the room, cooing over the view, as Spencer and Frank made a beeline for the architect’s table propped up in the most sheltered corner.

Ten minutes later, Spencer sat back on his heels and growled. Rubbing his eyes harshly, he ran his fingers through his hair. "I wish the Doctor was here," he admitted. "He'd be able to see it."

Frank stood up, careful of the paper plans they had strewn over the floor as they compared diagram to apparently identical diagram. "I'm gonna go keep an eye out, make sure no-one tries to sneak up on us." He beat a hasty retreat.

Spencer wished he'd thought of it first. His eyes were swimming with the light pencil marks and obscure symbols that made up the blueprints.

Tallulah drifted over, her heels clicking as she crossed the concrete.

"Tell me," she said. "Where'd you and the Doctor first hook up, anyway?"

Spencer laughed, vaguely grateful for the distraction from his growing sense of frustration. "A hospital," he said honestly.

"Ahh, of course. What with him being a Doctor."

Spencer shrugged and pulled out another diagram. "Guess that's one way to think about it." He sat up and offered his arm for balance as Tallulah dropped daintily to her knees next to him.

"Such a gentleman," she said approvingly. "I can see why he likes you."

Spencer bit his lip and looked down at the diagrams. "I'm just a passenger," he said, trying to keep his voice bland.

Tallulah put her hand on his shoulder and ran her thumb up his neck, a soothing gesture. "Oh sweetie."

"It's not like that, never was," he said quickly. "It's just--" Spencer took a deep breath and rustled the papers. "Never mind. He'll be dropping me off back home, if- once we make it through this. And then we'll never see each other again."

He could feel Tallulah's eyes on him. "Sweetie, you wanna get in a sad contest, get behind me and Laslo."

Spencer looked up and smiled weakly, grateful for the way she didn't press. "If he's still down in that lab, chances are the Doctor has found him. And if there is any way he can help, he will. I promise."

This time Tallulah was the one to look away.

* * * * *

Spencer went back to the diagrams, as Tallulah drifted away. It was easier to just pore over every line, get lost in the details. Spencer blinked as the lines swam in and out of focus. It was there, as clear as day. "GOTCHA!" he hollered with joy.

With a clatter of heels, Tallulah was leaning over him, one hand pressing lightly on his shoulder for balance. "What, what is it?"

He jabbed down on two simple black lines. "There, they've bolted something to the mast."

"Something--" Spencer and Tallulah turned and stared at each other. "DALEKANIUM!" They chorused with delight.

"What’s happening?" Frank called from post on watch.

"Get in here," Spencer yelled. Snatching up all the modified drawings, he stalked over to the architect's station. "We've found what they did," he said by way of explanation as Frank dashed back into the room.

"Great, now what?"

Spencer cast frantic eyes over the diagrams. "Working on it!"

"Work quick," Frank said, backing towards them. "Because someone's coming up."

The lift dinged to announce the car's arrival, and Spencer froze. If it was a Dalek, there was no-where to hide, and he doubted the psychic paper would work on one of those damn rolling tin cans.

The elevator doors whooshed open, and Spencer almost crumpled in relief at the sight of that familiar brown coat and pinstripes.

Tallulah raced for the elevator and embraced the odd pig man Spencer has first seen all those long hours again beside the stage - Laslo, no doubt.

The Doctor stepped around the embracing couple and Spencer stood aside to show him the diagrams. "We've got it - they've put Dalekanium on the mast, and it's good to see you, you crazy bastard."

The Doctor burst out laughing and wrapped Spencer in a spinning, giddy bear hug that span out, the Doctor holding on as he shot out on a trajectory for the closing elevator doors. Spencer let himself be dragged, more interested in the "No, no, no" the Doctor chanted as the elevator began its descent.

"Where's it going?" Spencer asked.

"All the way back down to the Dalek's, who are then going to come straight back up. What time is it?"

"Eleven fifteen," Frank called out.

"That just gives us six minutes till the gamma strike." Spencer wasn't entirely sure what that meant, but he'd bet his drum kit it wasn't good. “We need to stop them.”

"Then we need a plan," Spencer said, squeezing the Doctor's hand to pull him over to the unfinished wall.

He almost thought he'd finally hear the Doctor curse as the alien swayed slightly taking in the almost unimaginable height of the platform. "Blimey, that's high."

"And we're not there yet." Spencer tugged the Doctor over to a rickety wooden ladder. Through the rungs, he could just make out the struts that held the lightning rod in place. "There are three struts, and according to those plans, each of them has a panel bolted on. We think it's Dalekanium." The Doctor was nodding along, agreeing. "So we've got to climb up and get them off before the strike."

At this, the Doctor's head nod turned into a shake. "No, _I've_ got to get the panels off."

"Like hell," Spencer spluttered. "It's gonna be hard enough with both of us. Alone, you'd never manage."

"I'll have to," the Doctor said with quiet intensity. "Because you'll have your hands full."

"Doing what?" Spencer demanded.

The Doctor looked pale in the reflected glow of the city. "I'm sorry, Spencer," he said, sounding truly apologetic. "But you're going to have to fight."

* * * * *

Spencer stood at the base of the ladder and watched the Doctor hoist himself up through the scaffolding, until with a swish of coat-tails, he vanished from view.

"Right," he said to himself. Sniffing in the freezing night air, Spencer tugged open his jacket, peeling it off as he walked back inside the building. He tossed it onto the architect’s table and accepted the heavy piece of pipe Frank had found. Tallulah and Laslo were similarly tooled up, another length of pipe and a heavy wrench respectively.

Against at least a group of pig-slaves, and, if Spencer's luck continued, one or two Dalek's too.

"Right," he said to himself again, limbering up his shoulders with quick, jerky circles. The floor indicator above the elevator doors twitched and began to rise, and Spencer moved to stand squarely in front of the door.

"Wish I'd brought my gun," Frank muttered as he moved to stand at Spencer's shoulder.

"Sure," Spencer drawled. "Because that worked _so well_ last time." He slammed his mouth shut, but it was too late. Frank's face took on a pinched, closed-off expression, but he said nothing as he adjusted his grip on the length of pipe in his hands.

"Tallulah," Laslo said, moving to stand between her and the lift. "Stand back, okay. They're trained to slit your throat with their bare teeth."

"Oh, that's encouraging," Spencer said weakly, keeping his eye on the floor indicator. Tenth floor.

"If you don't think you can -- you'd best get back too." Laslo was looking straight at him, eyes eerily human above snout and tusks.

"Like hell," Spencer retaliated. Nothing was getting past him. The indicator swung past twenty.

"But-- But--" Laslo blinked, clutched his chest, and slumped to the floor.

"Laslo," Tallulah shrieked, dropping down beside him. "What is it? Oh honey, you're burning up. Tell me what's wrong."

Laslo was batting her hands away weakly, his brow glazed with sweat.

"One man down, and the fight hasn't even started yet," Frank hissed at him.

"Thank you, Captain Obvious," Spencer said in exasperation. "We can't take them in a straight fight, they'd slaughter us." He head whipped around as outside, thunder rumbled and cracked. Spencer stared, then turned to Frank and beamed. "That's it! Lightning!"

He heard Frank shout a question, but Spencer was already running full tilt towards -- a 100 storey drop, actually. He skidded to a halt amid the scaffolding, and quickly found everything he was looking for.

"Spencer, what is it?" Frank was standing on the threshold between building and building site, length of pipe still in his hand.

"I saw this once, on tour. Some electrician's apprentice fucked up, connected the stage set wiring to the lightning conductor by accident. Big storm blows in and blows out the entire rig." At Frank's look of confusion, Spencer leaned over and waved the pipe in his face. "Don't you see, that storm is going to happen anyway, and the lightning rod is gonna get hit. We wire the nice metal lift shaft to the conductor lines, and.…" he trailed off and made a 'carry-on' gesture at Frank.

"And the elevator gets hit with a lightning bolt? Spencer, that's..."

"Crazy, insane, and may not work, but I think it’s better than asking them to wait in line while we hit them over the head with lead pipes. Come on, we've got to wire it together!"

Working together, they soon had lengths of metal scaffolding tube worming their way across the floor to the elevator door. Frank found a screwdriver, and Spencer used it to wire their pipes to the electrical strips.

There was so much that could go wrong. The pigs could get out before lightning struck. Something could be a non-conductor. Hell, lightning could hit too _early_ , at which point they'd all become extra-crispy.

But the Doctor needed his help - again - and Spencer wasn't going to let him down. He twisted the wires together to complete the circuit. "That's it," he whispered to himself, looking over the system to see if there was anything wrong.

"SPENCER!" Frank yelled from inside. "They're COMING!"

Sprinting back inside, Spencer skidded down to the column where Tallulah had dragged Laslo. "Okay, keep your head down, and if you like breathing, don't touch anything metal." Hands wrapped around his shoulders, and Spencer willingly let himself sink into the little huddle.

The elevator dinged cheerily and the doors opened to reveal half a dozen pig men, snorting hungrily as they looked around the room and saw the four humans crouched on the floor.

Then lightning struck.

The room lit up with painfully bright blue-white light as the metal poles carried the current into the elevator and the pig-men. Spencer hid his face, flinching from the glare.

Then, just like that, it was over. Standing slowly, blinking the flashes from his vision, he staggered over to stand before the lift. The pig-slaves were all slumped on the floor, and there was the faint, nauseating smell of burnt bacon hanging in the air.

Frank gripped his shoulder. "You did it, Spencer," he said in relief.

Spencer couldn't feel glad, or even satisfied. The bodies just lay there, and this time Spencer wasn't a passing witness. This time, he was the cause. "I killed them," he said in disgust. "They were people once, just like Laslo, and I killed them. I killed."

He thought he was going to maybe throw up a little. He worked his jaw and breathed deeply through his nose, nearly gagging again as the burnt smell overwhelmed his senses.

"You didn't kill them." Laslo's voice was quiet but firm. "The Dalek's killed them long before you and the Doctor ever knew of them."

Spencer looked up, eyes wide. "Oh no, the Doctor!" Pushing past Frank and Tallulah, Spencer once more ran for the scaffolding.

He raced up the first ladder, the wind whipping at his bare arms, making him shiver. "Spencer, wait!" Frank called out from below, but Spencer was in no mood to stop. Twisting around in the dark, narrow space, he started up the second ladder.

As his head cleared the wooden deck, something silvery caught his eye. He stopped, stared, then quickly climbed the rest of the way and crawled across the deck to snatch up the sonic screwdriver that was just lying there, two decks below the final platform. "Oh no," Spencer breathed, feeling his stomach roil with fresh waves of nausea.

"Spencer!" Frank's head popped up, and his eyes lighted on where Spencer was crouched. "Here, you need this. Your hands freeze up here, loose your grip, and there's nowhere to go but down." He thrust Spencer's coat at him, and Spencer took it with a grateful nod, tucking the sonic screwdriver in the inner pocket before zipping it up to his neck.

"Come on," he said, leading the way to the next ladder.

The wind was howling across the exposed platform, and Spencer didn't even try to stand. He crawled around the struts of the lightning rod, calling the Doctor's name.

The man didn't stir, one arm dangling precariously over the edge. "Doctor!" Spencer shouted again above the roar of the wind. "Doctor, we found your sonic screwdriver." It was a stupid thing to say, but Spencer couldn't seem to shut off his mouth.

"Spencer," Frank shouted as he shook Spencer's shoulder. Looking around, his eyes widened as Frank pointed out what had to be Dalekanium, still bolted to the mast.

Spencer turned back around and shook the Doctor's shoulders. "Doctor!"

The Doctor groaned, and Spencer almost cheered as he lifted his head slightly, eyes fluttering before they focused in on Spencer.

"Hi," Spencer said weakly.

"Hi," the Doctor slurred. "You survived then?"

Spencer grinned. "Oh ye of little faith. I think we did better than you.” He took a deep breath, trying futilely to push his hair out of his eyes. “By the way, there still seems to be Dalekanium attached to the mast. Is that bad?"

The Doctor sat up so fast Spencer only barely got out of the way before their forehead collided. As it was, he still felt the Doctor's hair brush his chin as he went past.

Spencer caught the Doctor’s shoulders as he swayed. "Come on, let's get you down."

They slid back down the ladders single file. Spencer moved on automatic, muscles heavy with fatigue.

They regrouped with Laslo and Tallulah in the open room. The Doctor took in the lengths of pipe, the dead pig-slaves, and turned to Spencer with a raised eyebrow.

Spencer glared back and dared the Doctor to comment.

"Right then, moving on," he said. "The Dalek's downstairs now have an army, so that means they'll go to war footing, using the sewers to move around. We need to face them, draw them out. But where?" He rubbed his chin thoughtfully. "Thinkthinkthink," he muttered to himself. "Somewhere with space, somewhere safe, somewhere out of the way." He span around. "TALLULAH!"

"That's me, three L's and an H," she shot back. Spencer covered his grin with his hand.

"The theatre, it's right above them. It's gone midnight, can you get us in?"

"Don't see why not?" The Doctor turned to the fried elevator, paused, and opened his mouth.

Spencer cut him off. "Service elevator is over there."

The Doctor grinned and took off in the direction Spencer was pointing. "Allons-y!"

* * * * *

The five of them raced into the theatre, the Doctor flinging off his coat as he tumbled into the rows.

Spencer stuck close to the Doctor - every other time he let the man go off alone, Spencer had returned to find him on the floor. This time, he wasn’t letting the Doctor out of his sight.

He watched as Tallulah fussed over Laslo some more, and sighed. It didn't take a genius to see that, whatever they'd done to Laslo, it wasn't sticking right. Tallulah looked over, beseeching, and Spencer looked away. He ended up looking at Frank, who was staring at the Doctor.

Round and round they go.

The sonic screwdriver clicked and whirred as the Doctor held it up and peered at it closely. Spencer drifted closer, leaning over the back of a row of seats to address the Doctor. "So, before chaos descends again, what exactly is the plan or plan-like thing here?"

"The Daleks want to go to war," the Doctor spat. "So I'm gonna give 'em one."

Spencer sat down on the threadbare plush of the theatre seats and massaged his temples. "So what, send up your smoke signals, we'll all play cowboys and Indians. But oh," he added with vicious sarcasm. "Look at me, all out of bows and arrows. Please tell me there's more to it than just jumping up and down screaming 'over here, guys!'"

The sonic screwdriver snapped off with an audible click. "Yeah, I know," the Doctor said quietly. "If things go bad, you won't stand a chance. And Laslo is sick and getting worse. So that's why I want you to go, now."

Spencer was on his feet. "What? No!"

The Doctor shook his head fiercely. "This is no time to argue, Spencer. Frank can take you all back to Hooverville."

"No!" Spencer repeated. "An army against one - you'll never make it."

"And neither will you if you stay with me!" The Doctor yelled. He drew in a shuddering breath. "Please, Spencer. Go, now, while you can. Please," he repeated quietly.

Spencer tilted his head and stared deeply into the Doctor's eyes. He smiled softly, sadly. "Not going," he repeated. "Deal with it."

Before the Doctor could argue further, the theatre doors banged open and two rows of men marched in. In their hands, they held weapons that might have started life as tommy guns but were now something distinctly Dalek.

The two rows marched down the aisles on either side, trapping them in. "Oh," Spencer breathed. "Are they human?"

"Human Daleks," the Doctor spat. "Stay still, don't antagonize them."

"Where are the Dalek masters?" Laslo asked.

Spencer groaned. "Oh, you had to--" The rest of his sentence was drowned out by an explosion that ripped the boards from the stage. Out of the cloud of dust rolled the now-familiar tinpot shapes of the Daleks.  
There was nothing he could do as the Doctor climbed over the rows to stand alone before the Daleks. Frank's grip was tight around his wrist, and it took Spencer a minute to realize he was straining against Frank, trying to follow.

Spencer forced himself to stand still and _listen_ as the Doctor and the Daleks' traded barbs laced with history. These were the creatures of the Time War, beings who would exterminate without hesitation or remorse.

And from where Spencer was sitting, they seemed to have the upper hand. But the Doctor had to have a plan, he _had_ to.

Spencer held onto that thought even as Dalek Sec, the first hybrid, was shot down for preaching peace. Spencer forced himself this time to watch the pathetic creature as it fell. Killed for being a little too human.

With Sec gone, the remaining Dalek’s turned their full attention back to the Doctor, weapons primed to execute him.

The Doctor flung out his arms. "Why don't you let the new boys have a go?" Spencer had heard that tone from the Doctor once before, in Hooverville. He liked it even less now than he did then. "Go on, then, _baptise them_."

Around them, the snicking of weapons being primed was multiplied and amplified until, to Spencer, it seemed deafening.

"What are you waiting for," the Doctor growled. "Give the command."

"EX-TERM-INATE!"

Frank hauled Spencer down to huddle with Tallulah and Laslo, pitiful shelter against the firestorm that...wasn't raining down on them?

Spencer cautiously peered out, but the human-Daleks had not moved. Their weapons were aimed right at the Doctor, but none had fired.

"Why...what did he do?" Spencer breathed. Somehow, the Doctor heard him, turned his head so that Spencer could see his profile, see the Doctor look down and _wink_ at them before turning back to the Daleks.

"YOU WILL OBEY" the Dalek on the stage screeched like fingernails down a chalkboard.

"Why?" Everyone turned to look at the first human-Dalek.

"DALEKS DO NOT ASK QUESTIONS!"

"But - why?" it repeated in that same monotone.

"God, they sound like four year olds," Spencer muttered with a hysterical little laugh.

"Shh!" Tallulah and Frank said in stereo, managing to be louder in shushing Spencer than Spencer was when he was speaking.

Before the stage, the Doctor had his hands in his pockets, a sure sign that he was up to something. "Sorry," he told the Dalek unrepentantly. "But I got in the way of the lightning strike. Time Lord DNA got all mixed up. Just that little bit of freedom."

"They will not obey?" The Dalek roared.

Spencer pulled Tallulah and Frank down. "I don't like the sound of that."

"Then they must die!"

The roar of weapons fire filled the space, two distinct notes, fire and counterfire. Spencer could smell ozone, hear the screams of the dying, but he couldn't see the Doctor and did not dare raise his head.

There was one explosion, then another. The cries of "EX-TERM-INATE" ceased as the firing stopped.

Cautiously, Spencer peeked between the seats, but could only see hybrid humans standing docilely, still in their rows.

He stood up when he caught sight of the Doctor moving towards the hybrids. "It's okay," he told them as he approached. "You're free."

Spencer hadn't taken two steps when the hybrids began screaming. Spencer raced to the front of the theatre, but by the time he got there, the hybrids were all lying motionless. "What the fuck?" Spencer yelled, dropping to his knees beside the Doctor.

"They killed them." The Doctor's voice was threaded with grief and a growing fierce anger. "They killed them all, rather than let them live." He looked at Spencer, his eyes glowing with a dark fire. "Genocide."

"But they only killed two of them." Laslo's voice echoed weirdly off the rafters. "One of the Dalek’s must still be alive."

The Doctor stood slowly, stiffly. "Oh yes,” he growled. “In all of the universe, only one." He looked down at Spencer. "Wait here."

Spencer didn't even try to argue. He knelt there, head bowed.

When Spencer looked up again, Frank was there. "Where's he gone?"

Spencer stood up, knees protesting. "To end this. One way or another, to end this." He looked around the devastation of the theatre. "Come on, let's get out of here before the cops show up."

Frank nodded. "Can you look after Tallulah? I need to get back to Hooverville - folks there, well...without Solomon, they're gonna be scared. And," he ducked his head and grinned, a flash of the boy peeking out from behind the man. "Well, it's been one heck of a night."

Spencer nodded and smiled wryly. "That it has. We'll see you there, okay? Once the Doctor--“ Spencer couldn’t finish that sentence. “Once he's done, we'll meet you there."

Frank nodded and took off through the doors in an easy, loping stride. "Tallulah, Laslo," Spencer called. "We're blowing this pop stand, come on."

"Spencer?" Tallulah's voice was shaky. "Something's wrong with Laslo."

Spencer's heart plummeted. Sprawled across the theatre seats, Laslo looked out of place, his face going gray as he gasped for air. "What do we do?" Tallulah asked fearfully.

The Doctor had told him to stay, but he was the only one who could help Laslo now. "Can you walk?" he asked Laslo.

The trip back through the sewers once more was slow and painful, stopping every few steps so that Laslo could fight for more air. It was almost a relief to see the glow of the Dalek laboratory. "Wait here," he hissed to Tallulah and Laslo. "I'll check to see if the coast is clear."

Scurrying forward, he peeked around the corner. The Doctor was standing in front of the last Dalek...who shimmered and vanished into thin air. The Doctor let out a growl of frustrated rage as he lunged forward, spinning on the spot where the Dalek once was. His head snapped up as he saw Spencer there. Spencer turned and waved Tallulah forward, reaching around to hook an arm under Laslo's shoulders, catching the man before he could fall.

"Doctor," Tallulah was calling. "Doctor!"

They didn't even make it all the way into the lab, Laslo slumping out of Spencer's hold and onto the floor. He sat back and listened as Laslo finally told the truth about the pig-slaves. He was going to die.

“Doctor, can you help him? Can you help my Laslo?” Tallulah begged.

"Oh Tallulah, with three L's and an H," the Doctor breathed. Spencer buried his head in his hands, not sure if he could bear to hear a condolence speech right now. Spencer's head snapped up as he added with fierce determination, "just you watch me."

Spencer felt like laughing as the Doctor strutted around the lab, mixing things and setting off devices with his sonic screwdriver, ranting on about fighting this one last death in a night full of them.

"Tallulah, out of the way,” he crowed, bustling forward. “The Doctor is in!"

Spencer gave up holding it in and cheered, pumping his fist in the air.

* * * * *

The sun was climbing as Spencer and the Doctor strolled over the grass under the Statue of Liberty. "Do you think they'll be alright, the pig and the showgirl?"

The Doctor laughed. "Oh, I like that. Anywhere else in the universe I'd worry, but New York? Well, its what this city is good for. 'Give me your poor, your tired, your huddled masses,’" he quoted.

Spencer nodded. "Speaking of tired, my feet are killing me."

The Doctor laughed incredulously. "Saves the world from Dalek-hybrid pig slaves, helps lovers find each other and what concerns him? His feet!" The Doctor unlocked the TARDIS door and held it open.

"Hey," Spencer said, poking the Doctor in the chest. "I may be just a simple Vegas boy, but I have needs y'know. Starting with replacement shoes." Spencer felt his smile slip, and he paused on the threshold. "Do you think you'll ever see it again? That last Dalek?"

The Doctor stopped smiling. "Yes," he said honestly. Spencer nodded and stepped inside.


	7. Intermission #2

**Summary for the Chapter:**

> Spencer cut him off. "You're not going to say anything, you're just going to fix it."

The TARDIS took off with a now-familiar shuddering rattle.

Spencer stood on the ramp, hands wrapped around one of the sinuous struts, and stared as the Doctor fiddled with dials and cranked levers. Finally, he looked up, looked over at the dentist's chair where Spencer usually sat, and looked back again. "You all right?"

"I," Spencer said with forced, even, calm. "Am covered in shit. My shoes are definitely ruined, and my jeans are nearly about to join them. And this," he said, pinching the material. "Was my _favourite_ yellow shirt."

The Doctor was nodding slowly. "O-kay," he said slowly in her 'talking to crazies' voice. "And?"

"And, Doctor," Spencer said, stalking up the ramp towards the Doctor. He didn't slow down, forcing the Doctor to take two hasty steps backwards, at which point he sprawled into the dentist's chair himself. "You are taking me shopping. You are replacing them all. And while you go to find a mall which has everything, I am going to take a shower." He wrinkled his nose. "I _reek_."

The Doctor shrugged, grinning. "Well, I wasn't going to say anything..."

"No," Spencer cut him off. "You're not going to _say_ anything, you're just going to _fix it_."

The Doctor's smile settled into something smaller and warmer. "Okay, Spencer Smith. Fair enough." Pushing forward, it was Spencer's turn to take a half-step back as the Doctor rose to his feet. "This way." Taking Spencer's hand, the Doctor led him out of the control room and through a twist of corridors. "Right, in here," he said, pushing open a door to reveal a bathroom that would put a penthouse to shame. "Is a bathroom, you can have a nice long soak, calm down, do your nails, whatever." Spencer would have hit him if he wasn't too busy drooling over the size of the bath tub. The Doctor hauled him across the corridor, and Spencer meeped as he was taken away from the bath.

"Relax," the Doctor said. "You can go back in a second. But when you're all nice and shiny and clean, you can dig through my wardrobe," he said, pushing open a double door on the other side of the corridor. "And find something to wear. In the meantime, I'll go set course. I know just the place - the New Algerion Market Complex. If we can't find you a nice yellow shirt there, Spencer, we can't find it anywhere." He grinned and winked. "In your own time."

Spencer barely registered the Doctor walking away. He was too busy staring, slack-jawed, at the spiralling levels, three levels above him and at least two below, of rack upon rack of clothes.

With another happy noise, he staggered back into the bathroom and stripped off his putrid shirt and ruined jeans. Even his socks were caked in mud and...other things.

Running the taps, he investigated the closets and cabinets and found fluffy towels and robes, and even bubble bath. Five minutes later, he submerged himself with a sigh that made the bubbles dance in the air in front of him.

"By the way," Spencer squeaked and sank until his chin was in the foam. The Doctor let himself in, completely unperturbed by Spencer's reaction. "Meant to say, if you put your clothes in here--" he scooped up the mound where Spencer had left them and tossed them, shoes and all, into a slot in the wall. “And the TARDIS will clean them up. Special service for our visitor." He eyed Spencer, and even though he knew the Doctor couldn't see anything through the mound of bubbles, he was very aware of being very naked underneath. "Enjoy your -- bubbles, Spencer Smith."

By the time Spencer recovered enough to throw the loofah at the Doctor, he had already gone.


	8. The Lazerus Experiment

**Summary for the Chapter:**

> Spencer turned in a slow circle. "My house. You've brought me back to my house." He blinked at the sight of the familiar blue box in the familiar space, a combination which just looked weird. "You've parked in my living room?"

The Doctor span wheels, twiddled with dials and climbed all over the controls like a spastic monkey as he prepared the TARDIS for take-off. Spencer braced himself as best he could against the console and watched the show. His new jeans were still a bit stiff, but the blue shirt felt like heaven against clean skin.

It was amazing what a little bath, a little nap, and a little shopping spree could do for your mood. New shoes, new jeans, new shirt (new underwear!) and Spencer felt like a new man.

They landed with a thud and a clink that reminded him of ships docking. Spencer stood up and straightened his cuffs. "I'd say nice landing, but knowing you, you've parked us in a swamp or something."

The Doctor shook his head. "No swamp."

There was something in his tone that set warning bells off in Spencer's head. He hadn't asked where they were going once they left (okay, once the Doctor _dragged_ Spencer out of) the markets, and the Doctor hadn't said. "Where are we?"

"End of the line," the Doctor said tonelessly.

Spencer stared, then span on his heel. Snatching up his jacket (new also, but looking exactly like his old one), Spencer stormed to the door and yanked it open. Bright sunlight flooded in, blinding him for a moment.

The Doctor appeared at his side as Spencer blinked his sight clear. "You need to dust more often."

Spencer turned in a slow circle. "My house. You've brought me back to my house." He blinked at the sight of the familiar blue box in the familiar space, a combination which just looked _weird_. "You've parked in my _living room_?"

The Doctor nodded. "One trip," he said. Nodding out the window, he added "It's just past dawn, the morning after the night we left. You've been gone less than twelve hours." He smiled with his mouth only. "Still plenty of time for your breakfast date with ma."

Spencer shook his head. "All that, everything, happened in twelve hours?"

"Relatively speaking."

Spencer grinned weakly at the Doctor, putting off saying goodbye. "You mean New New York, and Shakespeare, and old New York, and everything..."

The Doctor was nodding along. "And the dint you put in my credit cards. Well, would have put if I had credit cards. All in twelve hours." He bounced on the spot. "Pretty impressive, right?"

"Yeah."

The Doctor stopped, stunned. "What, no argument? No bravado?"

"Nope," Spencer said simply, tossing his jacket onto the sofa and stepping up into the Doctor's space. "But there is one thing I _have_ to know," he whispered confidentially, his mouth inches from the Doctor's ear.

"What?" The Doctor breathed.

Spencer smirked. "How the FUCK did you find my address?" he yelled.

The Doctor reeled back and had to grab the wall for support. He stared at Spencer in blank shock for a long second before laughing.

"Seriously,” Spencer continued, pacing around his living room. “Was it some kind of stalkery Time Lord trick? It's the end of the ride, you can tell me your secret now."

The Doctor sobered, but a small grin still played around the corner's of his mouth. "Honestly? I looked in your wallet while you were in the bath."

Spencer sighed and walked over to the side table. More for something to do rather than any real desire to listen, he punched the buttons on his answering machine.

"You have one message." The machine burbled. "Playing..." The mechanical tones were replaced by his mother's voice. "Honey, are you there? Pick up. You're probably still out - listen, if you get this before coming over for breakfast, I'm sorry Spencer, but I'll have to take a raincheck. That thing I was helping Sue-Ann with? Well, she's still all shook up over that thing at the hospital." It took Spencer a minute to even remember what she was referring to. Oh yeah, the hospital that went to the _moon_. "Anyway, I'm helping out at the labs - if you're still up at 6am, try the breakfast tv shows. They've got a team here, filming the press conference, it's all very exciting. Anyway, got to go, see you tonight. You haven't forgotten you'd said you'd come, did you? Try to get some sleep. Love you." The machine beeped again and clicked off.

The Doctor cleared his throat. "Well, I'd better..."

"Just a second," Spencer said, cutting him off. "You have a time machine, you can't be in any rush. But it's only just gone 6am." Digging in between the cushions, he found the remote and turned the television on.

The screen buzzed and cleared just as the host introduced the field time. "Haha," Spencer chortled. "Timing." Perching himself on the edge of the couch, he began scanning the background, looking for his mother. He barely registered the half-familiar figure in the foreground, talking about top-secret scientific processes.

"Spencer, who's that?"

"Huh," he said distractedly. "Oh, that's this guy my mom's best friend works for. Professor Lazarus. He runs one of the big research labs, out by the university. Ryan was always at me to get him an internship there. Now, there!" he cheered, pointing. "There she is, running things! That's her."

The Doctor made half-hearted noises of interest.

Spencer snatched up the remote as the figure on screen declared "With the push of a single button, I will change what it means to be human." Anything else was cut off as Spencer waved the remote and the tv powered down.

"Sorry," he said unapologetically.

"No, it's okay, your mother, I understand."

"Are you mocking me?" Spencer demanded.

The Doctor made his face blank. "I wouldn't dream of it, Spencer Smith."

Spencer swallowed as the pause lengthened into silence. "Thankyou," Spencer said suddenly. "For...well for everything." He grinned. "Especially these shoes, they're awesome."

The Doctor grinned back. "Anything to stop you coveting mine." The grin softened into an honest smile. "And it was my pleasure."

Spencer nodded and stepped back as the Doctor returned to the TARDIS and closed the door. He stood there, arms crossed, as the engines revved up and the TARDIS faded from view.

Ignoring the tight knot in his chest, Spencer wandered back over to the couch and flopped back, arm over his eyes. This was the end of the ride.

It took a moment for the sound to register, growing from nothingness into a mechanical ratcheting that filled the room. Spencer sat up as the TARDIS re-materialized on the rug. The door swung open with a squeak and the Doctor poked his head out. "Sorry, but did he say he was going to change what it meant to be _human_?"

* * * * *

Spencer knocked on the half-open door of the TARDIS before sticking his head inside. "You ready?" he called. "Only this thing starts in, like, an hour, and we've still got to drive across Vegas. Vegas on a _Saturday night_. Come on, hurry up!" He leaned against the doorframe, straightening the cuffs on his dark suit jacket.

The Doctor appeared, straightening his bow tie. He stopped by the centre console and looked Spencer over. "I thought your mother said - repeatedly - black tie!"

Spencer thumbed his lapels. "It's black."

The Doctor strolled down the ramp towards him. "And the tie?"

Spencer beamed, a huge shit-eating grin. "One of the perks of being a rock star. No one expects you to dress up, make an effort, or wear a tie." He reached up and adjusted the Doctor's with a cheeky little wink. "Of course, if it offends, you could always lend..."

"No!" The Doctor cut him off. "There is nothing in this universe that could convince me to let you back into my wardrobe. I saw how you were looking at my shoes."

Spencer laughed. "Then I guess I'm going tie-less." He stepped back and checked the Doctor over. "Nice,” he said approvingly. “Very James Bond, even got the accent," he declared. His eyes drifted lower. "Though I don't think Bond was a fan of Chucks."

The canvas rippled, and Spencer knew the Doctor was twiddling his toes at him. "You can get me in a bow tie, Spencer Smith, but you will never get me into dress shoes."

Spencer shrugged and walked out of the TARDIS and into his living room. "Your loss." Looking around, he found his car keys and wallet. When he turned back, the Doctor was leaning against the door frame of the TARDIS, a puppy dog expression on his face.

This time it was Spencer's turn to say "No. We are not taking the TARDIS and that's final. Even in Vegas, a bright blue police box appearing is going to get noticed. We're taking mine."

The Doctor pulled the TARDIS door closed with a thunk and followed Spencer out of the house. "Stuck to one plane of motion, noisy polluting internal combustion engine, _traffic_? Is this how you always treat your dates, Spencer?"

Spencer unlocked the car. "Well, normally there's a greater probability of doing kinky things in the backseat later. Get in."

* * * * *

Lazarus Labs was a huge stone structure, incongruous against the backdrop of Las Vegas. Spencer gave his name at the door and they were ushered through to a central area, easily three storeys high. The old stone and the post-modern glass and steel wrapped around each other in uneasy company, circling the white and silver contraption that dominated the centre of the room. Men in tuxedos and women in elegant evening gowns mingled, while behind them serious-faced scientists in crisp white lab coats were bent over controls and readouts.

"Glittery and silver," Spencer tossed over his shoulder as he waved off a waiter offering champagne.

"And nibblies!" The Doctor crowed as another waiter drifted too near. "I love nibblies!"

"Can't take you any....hello!" Spencer changed tacks midstream as a woman bore down on him from across the corridor.

"Hello, Spencer, darling." She air-kissed both cheeks. "You look well, all grown up and handsome."

Spencer kept his features schooled. "Thankyou, Sue-Ann. I see you've managed to get everything together for the big night?"

"Oh yes, yes, the big launch, all very hush-hush. Anyway, your mother told me you were coming, she just had to dash home to get changed. She's been ever so helpful."

"I bet she has."

Sue-Ann laughed. "Bite your tongue, Spencer Smith the Fifth!" Out of the corner of his eye, Spencer saw the Doctor cover his mouth with his hand. Sue-Ann looked over. "Oh...hello? I don't think we've been introduced."

The Doctor wiped his hand on his pants and offered it to Sue-Ann. "Hello, I'm the Doctor."

"Another Doctor," Sue-Ann managed. "Heavens, we're surrounded. Do you know each other?" she added, waving a hand vaguely between the two men.

"Oh yes, I'm Spencer's plus one for the evening." The Doctor reached over and whispered confidentially. "He's very secure."

Spencer was saved from having to choose between running away and just punching the Doctor out by his mother appearing at the entranceway. "If you two will excuse me," he said quickly, already making his escape. As he walked away, he heard the Doctor begin to interrogate poor Sue-Ann about the technical specifications of the contraption they were all here to see launched.

Spencer picked up the pace a little. He walked straight up and enveloped his mother in a big hug. She made a little oof noise, but when Spencer finally let her go she was smiling. "What was that for?"

Spencer tried for nonchalant. "Just happy to see you." He kept talking when it looked like she was going to question him further. "Sue-Ann seems all right now. All your doing, I take it?"

His mother laughed. "I just pointed out that her first big event as head of PR was going to be a shambling mess unless she pulled her head out her...ahh, hello?"

Spencer didn't have to turn around. "This is the Doctor," he said by way of introduction.

The Doctor leaned past Spencer and took his mother's hand in a brief handshake. "Lovely to meet you, Mrs Smith. I've heard a lot about you."

His mother raised an eyebrow. "Oh really?" Her eyes promised mischief. "Such as?"

Spencer coughed to cover a laugh at the Doctor's face. "Well," the Doctor stammered. "You're Spencer's mother, and...you like pancakes?"

She laughed. "Let me guess, another one of the tour strays?"

Spencer leapt onto the lifeline. "Yes, yes. The Doctor is actually one of the drum techs from the tour! He came on board mid-tour, after we came through Vegas."

"I am? Oh, yes, I mean, I am! Spencer's new drum tech, that's me." He stuck his hands into his pockets and smiled, cheerfully deranged. "No-one can shake a tambourine quite like me."

Spencer was rescued by the light _chink-chink_ of someone tapping on the glass. Everyone turned to face the central machine as the lights dimmed. Spencer caught the Doctor's eye and made a face, and got an apologetic little smile in return.

Under the glare of the spotlights, Professor Lazarus started to speak, and Spencer tried to focus on the event they had come to see. As the Doctor listened with rapt attention, Spencer scanned the crowd, watching some people nod along, others look utterly confused.

Spencer shifted, his sense of foreboding growing as Lazarus handed his cane off to an assistant. "What is it?" he whispered to the Doctor.

"Shh," the Doctor murmured back, distractedly.

There was an arrhythmic series of clicks, a thunk, then the whole contraption lit up in an electric blue explosion of light and noise. Spencer flung his arm up, shielding his eyes, as the low whine of the machine wound up higher and higher. An emergency klaxon sounded, almost lost in the cacophony of noise the machine was already producing.

Spencer saw the Doctor's mouth moving, but couldn't make out the words above all the noise. He watched, helpless, as the Doctor leapt into action, dancing between controls as he brought the machine to a graceful halt.

"Get it open!" The Doctor yelled, and Spencer jumped forward and wrenched down the handle. He stepped back hastily as white smoke poured out of the capsule, too thick to see through.

"Professor," Spencer called, batting the smoke away from his face. "Professor?"

A hand emerged from the smoke and gripped the frame of the hatch. A black-clad arm pulled a bent figure through the smoke. He straightened, and Spencer caught glimpses of gold-blonde hair, a young face. "Ladies and gentlemen, I am Richard Lazarus. I am 76 years old. And I am _reborn_."

Spencer put his hand on his waist and looked at the Doctor. "Well, that doesn't sound ominous at _all_."

* * * * *

"It's a trick. They've ducked Lazarus out the back, found a...a cousin or something that looks like him. There's a dozen magicians on the strip who do it every night." Spencer shook his head. "Gotta be a trick," he repeated.

"No trick." The Doctor almost had his nose pressed to the clear perspex, investigating the machine.

"Okay then," Spencer demanded. "Explain it to me, genius boy. What just happened?"

The Doctor sighed. "He just changed what it means to be human."

Spencer watched Lazarus as he was swept away by the crowds of people clamouring for attention. "They think it's great." He jerked his chin towards the crowds and sighed again. "I think I kinda liked being human."

That got the Doctor's attention. "You do alright," he hedged, grinning.

"How many New's in New York?" Spencer shot back. "Come on," he added, tapping the Doctor on the shoulder as he passed. "Let's go congratulate the freak."

Spencer dropped off the steps leading up to the machine, aware of the Doctor as he fell into step by his side. They found Lazarus easily enough, huddled in a dark shadow near the controls, gorging himself on a tray of nibbles.

"Worse than you," Spencer muttered, but the Doctor had forged on ahead.

"Energy deficit," he said in a knowing tone. "Always happens with this kind of process."

Spencer hung back, watching the Doctor and Lazarus circle and test each other with verbal barbs and scientific jargon. Weapons in the form of words, a phrase Spencer knew by heart, now being played out before him.

Spencer felt his lip curl as Lazarus brushed off his near-death -- their near-death -- as "a simple engineering issue."

"Everything went according to plan?" Spencer scoffed, unable to hold himself back. "That thing nearly went nova. What other 'engineering' errors crept in that didn't come with their own special effect?"

Once again, Lazarus laughed off their concerns with a patriarchal disdain that made Spencer's fists itch. "Everything worked perfectly. I'm living proof!"

Spencer jumped as Mrs Lazarus chimed in. He hadn’t seen her approach. "The device will be fully tested before it is allowed to operate commercially."

"Commercially?" Spencer spluttered. "Honey, prepare yourself for the lawsuit from every plastic surgeon in the state that you are about to receive."

"No change comes about without resistance from the old ways,” Lazarus pontificated. But soon they will realize that this is humanity's chance to improve."

"Richard," his wife said sharply. "We have things to discuss. Upstairs." She turned sharply and strutted away.

Lazarus picked up a champagne flute and toasted the air. "Goodbye, Doctor. I hope in a few years, you will look back and laugh at how wrong you were." He took a sip, all but smirking over the rim of the glass at the Doctor, silently fuming.

Lazarus paused, driving home the moment. Then he was moving, pushing past Spencer and shoving the flute into his hands like he was some kind of damn _waiter_ , and disappearing into the crowd of well-wishers.

"He's so out of his depth, and he doesn't even know the damage he might have done."

"Next step, genius?" Spencer asked, trying to trace Lazarus' progress to the bank of glass-fronted elevators in the far corner of the room.

"Well, this place must be full of laboratories. I say we do our own tests."

Spencer smiled and saluted the Doctor with the champagne flute still in his hand. "Need a DNA sample?"

The Doctor stared blankly for a moment, then beamed. "Spencer Smith, you star. Brilliant idea." Taking Spencer by the arm, he looked around for a likely passage into the rest of the building.

"Actually," Spencer admitted. "I saw it on an episode of CSI once."

* * * * *

Spencer perched himself on a lab stool and watched the Doctor flitter around in his natural environment. He hadn't been paying much attention in New York -- he had his hands full of dying pig and terrified showgirl -- but now he was content to watch.

"Am I boring you, Spencer?"

Spencer smiled and stopped swinging his legs. "Not at all. Where'd you learn all this, anyway?"

The Doctor raised an eyebrow. "I am a Doctor."

"Ha ha," Spencer said flatly as he slipped off the stool and came around to stand next to the Doctor. "I was pretty good with a bunsen burner in high school chem, but that's about it." He looked at the screen, a scrolling list of nonsensical letters. "Found anything? The secret code that reads 'ha ha, you're screwed Lazarus'?"

He could feel the Doctor staring, and tried not to grin. "Actually, surprisingly close," the Doctor said, reaching around Spencer to tap at some keys. The screen in front of him blinked and refreshed to reveal a spinning representation of a twisted strand of DNA. "Did you see anything like this in CSI?" From the way he pronounced it, Spencer could tell he had no idea what 'CSI' even was.

Spencer decided to hold onto that one for later. "No, it's usually centrifuges and corpses there. This is Lazarus, yeah? I'm no expert, but it looks human enough."

The Doctor's chin was almost resting on Spencer's shoulder. "Keep watching," he murmured. Spencer stared at the screen. The DNA twist span, and span, and...bulged.

Spencer gasped. "What the fuck was that! It...changed?"

"Yep," the Doctor chortled in his ear.

"That is impossible," Spencer said flatly.

The Doctor grinned and moved around to lean against the workbench. "That's two impossible things we've seen tonight. Don't you love it when that happens?"

"How?" Spencer watched the Doctor's eyes unfocus, and frantically waved his hands in front of the Doctor's face. "I take it back. I don't need the technobabble, just the what happens next bit?"

The Doctor looked like he was two seconds off pouting. "Well, he...he hacked his DNA, basically. But it hasn't stabilized, it's still changing."

"Into what? King Kong?"

"You'd make a great Faye Wray." The Doctor made a face as Spencer slapped his arm. "Honestly? I have no idea. But I think we need to find out."

"She said they were going upstairs," Spencer pointed out.

The Doctor beamed. As he moved behind Spencer, heading for the door, his fingers brushed over Spencer's back and scooped up his hand.

Spencer grinned as they picked up the pace. By the time they hit the corridor, they were sprinting.

* * * * *

They rode the elevator up to the offices in silence, the Doctor bouncing ever so slightly, his manic energy rolling off him. When the elevator doors finally opened, the Doctor all but bounded through them. Spencer followed at a more sedate pace.

He stopped several feet in and looked around, taking in the bare concrete walls and the fine rugs with a little moue of disgust. "He should fire his decorator," Spencer opined as he reached back and found the light switch. Banks of lights came on over head, illuminating the room but showing no sign of the Lazarus'.

"Where are they?" the Doctor asked, his rising inflection bouncing off the bare ceiling.

"Maybe they went back down to the..." he tilted his head. "Reception," he finished on autopilot. Taking two slow steps forward, his mind reorganized what he was seeing and pointed out what his subconscious had noticed. A single sedate but stylish black pump. "Doctor?"

As one, they bolted around the table. A mummified corpse in a black cocktail dress lay on the floor. "Oh my god," Spencer muttered, covering his mouth with his hand. "Is that her?"

The Doctor sat back on his haunches, surveying the corpse with a clinical eye. "She's had all of the life energy drained out of her." He looked up into Spencer's eyes. "Like squeezing the juice out of an orange."

Spencer's hand dropped, slapping against his thigh. "Thanks. Another beverage, ruined for me forever."

The Doctor didn't deign to reply. Spencer forced himself to look down at the corpse again, her skin leathery, her face barely recognizable. "Did Lazarus do this? Has he changed already?" He looked away. "Are we too late?"

"Maybe not." The Doctor scratched his jaw line lightly. "You saw the DNA, it was still fluctuating. And before, at the reception? He was ravenous. The change must demand energy."

"Life energy," Spencer said flatly. "And now he's fed?"

The Doctor's shoulders rose and fell in a slow shrug. "It might not have been enough. If he's still hungry..."

The Doctor and Spencer stared at each other, wide-eyed. "The reception."

"All you can eat buffet! Come on!"

* * * * *

They spilled out of the elevator to the soft strains of the string quartet. "Can you see him?"

The Doctor's voice was brusque. "Keep looking." He lengthened his stride and moved away into the crowd.

"That's a no, then?" Spotting a familiar hair-do, Spencer adjusted his own course. "Mom!"

Spencer's mother turned and smiled. "Spencer, honey..."

Spencer cut her off. "Have you seen Lazarus?"

"Yes, he took Sue-Ann upstairs I think. I wanted to ask you about..."

"Not now, mom," Spencer growled, looking around the sea of tuxedos and dinner jackets. "Doctor!" he called, waiting until he had caught the other man's attention before gesturing at the ceiling.

"Spencer!" She caught his arm as he tried to move past.

"Mom," Spencer echoed back at her. He leaned over and pecked a kiss to her cheek. "I'll be right back, but I just need to do something first, okay?" Not waiting for a reply, he wiggled out of her grip and walked as fast as he dared back to the elevators.

The Doctor met him there. "Everything okay?" he asked, voice carefully neutral.

Spencer deliberately avoided the implied question. "He took Sue-Ann upstairs. They must have been in the other elevator."

"Right. Of course." The Doctor stood still the entire ride, and Spencer ignored the silent offer.

The elevator bell dinged, and Spencer pushed himself through the gap as soon as it was wide enough. The office was as empty of life as it was before. "Where the fuck did he take her?" Spencer growled.

The Doctor was digging in his breast pocket. Whipping out the sonic screwdriver, he made tiny adjustments to the settings. "Fluctuating DNA will give off an energy signature I should be able to track..." He turned slowly, the beeping growing louder as he pointed the slim device up. "Roof!" he cried. "They're on the roof!"

Spencer was already running for the stairwell. He would have crashed through the firedoor at full tilt, but the Doctor reached forward and hauled him to a standstill. Gesturing with his finger on his lips for quiet, the Doctor waved his sonic screwdriver at the fire door and opened it without a sound.

They moved on soft feet around air conditioning ducts. Spencer could hear the murmur of voices, growing clearer as they stepped out from behind the detritus of the roof.

"Between the idea and the reality," Lazarus was saying. "Between the motion and the act..."

"Falls the shadow," the Doctor finished for him.

"So, the mysterious Doctor knows his Elliot." Lazarus snarled with a smile as he turned to face the Doctor. "I'm impressed."

Spencer gestured urgently to Sue-Ann, but she stood there, hands folded across her stomach, radiating 'not impressed.' Spencer gestured harder, and she ignored him more deliberately.

"Some people live more in twenty years than others do in eighty," the Doctor was saying. "It's not the time that matters."

"But if it's the right person," Lazarus shot back. "What a gift that would be."

"Or what a curse," the Doctor's words were almost tumbling over each other, threaded with layers of meaning. "Look at yourself."

Lazarus snarled openly. "Who are you to judge me?"

Spencer took two careful steps, leaned forward, and hauled Sue-Ann over to him, away from Lazarus' side. Lazarus didn't even seem to notice.

"Spencer Smith, not since you were an itty baby were you so much trouble to a woman," Sue-Ann whispered angrily. Spencer shushed her, and some of his urgency must have finally sunk in.

Then Spencer realized she was staring over his shoulder, eyes wide. Spencer felt the small hairs on the back of his neck prickle as he turned, very slowly, and beheld the monster Lazarus had called forth from his own genes.

"RUN!" The Doctor yelled, but Spencer was already moving, dragging a gawping Sue-Ann with him.

Spencer bolted down the steps, nimble and sure, doing his best to keep Sue-Ann moving as she staggered in her high heels. At the edge of hearing, he heard the whine of the sonic screwdriver. Hopefully, whatever the Doctor was doing was enough to buy them the time they needed to escape.

Spencer slammed through the fire doors and bolted across to the elevators. Slapping the button, he then turned and caught Sue-Ann as she staggered against him. "You okay?"

"Fucking heels. Ginger was right, you know!" She laid one hand on his shoulder for balance as she leaned over and, one after the other, tore her shoes off. She stood before him, toes wriggling in her stockings, and for a moment Spencer had a horrible flash of deja vu. "Gods," she breathed, and Spencer realized that tremor in her voice was her trying not to cry. "Typical. Guy shows an interest in me, turns out to be a reject from the Aliens movies."

"I see where you learned it, Spencer," the Doctor said, panting slightly as he arrived at the elevators. With a glance, Spencer and the Doctor confirmed they were both still okay. But for how long, Spencer couldn't be sure as the lights flickered and died, leaving only emergency lights glowing in their wake. "What now?"

Sue-Ann's hand found Spencer's wrist and gripped tightly. "Emergency protocol," she said weakly. "If the security system thinks anything is wrong at all, it cuts power to the elevators, seals the doors. Locks down the whole place until whatever it is can be investigated." She turned to Spencer, and in the weak lights her eyes looked huge and dark and scared. "Nothing in or out."

Above them was a thunderous crash as Lazarus tried to beat down the door.

"Stairs!" the Doctor yelled like a battle cry, and they were off running again.

They were three flights down when Spencer heard the door break. "Shit!" he hollered and ran faster.

They hit the reception floor at a dead run, and people scattered to get out of their way. "Sue-Ann, we need another way out of here."

"Exit's in the corner, but it'll be locked down."

The Doctor looked from her to Spencer, reached inside his jacket, and tossed something to Spencer. He caught it on reflex. Holding it up to the light, he could only stare. The Doctor had never let him hold any of his toys before. "Spencer, setting 54. Get it open."

Spencer grinned wolfishly and bolted for the exit, Sue-Ann following in a babble of questions. Behind her, he could hear the Doctor yelling for attention.

Skidding to a halt, he held up the sonic and tried to figure out what the fuck was setting 54.

As a chorus of screams rose up behind them, Spencer cursed, twisted the knob, and pressed what he hoped was the right button. Bodies smashed into the doors either side of him, buffeting him as he tried to work.

"Come on," Spencer pleaded as he twisted the knob one more step and tried again. The glass doors pulled apart silently, and Spencer used the pressure of the crowd to surf to the wall on the other side of the doors. Sue-Ann rode by him, pushed by the crowd as they stampeded to safety.

It took only a few seconds for the torrent of people to thin to a trickle. Slipping between the last few stragglers, Spencer ran back into the reception area. It was a disaster area, and Spencer honed in as he heard his mother talking, whispering reassurances. Running between toppled tables, he found her giving first aid to a dazed man slumped on the floor.

"Come on, we've got to get out," he hissed, looping the man's arm over his shoulders. Together, they managed to haul him into the corridor.

"Oh my god!" Sue-Ann's bare feet made a pattering noise on the faux-stone floor as she ran towards them.

"Here," Spencer commanded. "Help him!" He ducked and transferred the patient to their care.

"Spencer, where are you going?"

Spencer stopped, turned back, and kissed his mother's cheek. "He's trying to buy us some time, I have to help him." He turned and ran back into the laboratory.

* * * * *

Spencer ran blindly through the maze of corridors. "This is stupid, this is _so_ stupid!" he repeated to himself like a mantra.

The building rocked as an explosion shook the foundations. Suppressing the sudden, ridiculous urge to laugh, Spencer took off towards the source.

Barrelling around the corner, he collided with a familiar figure.

"You!"

"You!" Spencer echoed. "Here," he added as he shoved the sonic screwdriver into the Doctor’s hands. "I figured you were going to need this." Spencer panted, trying to force air back into his lungs. "Was that you blowing things up?"

The Doctor grinned. "What can I say, I'm good with bunsen burners too!"

Spencer gave up and laughed. "Did you get him?" They both turned, adrenaline spiking, as the glass wall on the other side of the atrium shattered and Lazarus came flying through to smack into the balcony next to them. "Or did you just piss him off?"

"COME ON!" The Doctor roared, pulling Spencer back down the corridor.

"Are we getting out now?" Spencer yelled as they skidded around the corner and back into the reception.

"Can't let him leave," the Doctor snapped. Behind them, masonry crumbled as Lazarus crashed through the turn.

"Plan B time!" Spencer yelled.

The Doctor sprung up onto the podium and pulled open the pod doors on Lazarus' machine. "Get in!"

Spencer didn't even think - he just jumped through the open door. The door hissed and sealed as the Doctor pulled it shut behind him.

It was cramped inside, everything suffused with a pearly white light. Spencer sighed and watched his breath ruffle the Doctor's lapel. "What," he asked in his most patient, reasonable voice. "Is to stop him ripping off the door and eating us like sardines?"

"This is his masterpiece," the Doctor replied quietly. "I'm betting he won't destroy it, not even to get at us."

"But," Spencer continued in an even tone. "And I hate to point this out, you realize, but we're _trapped_."

The Doctor made a face. "Yeah."

"How are we supposed to get out?"

He tried for a smile. "Plan C?"

Spencer leaned back as much as the tight space would allow. It wasn't much. "Carry on, then."

The Doctor grinned. "Has anyone told you you're imperious as well as sarcastic, Spencer?"

"Save our asses first, then you can beat me at Scrabble."

The Doctor grinned wider and undid the button on his coat. "Hey," Spencer objected as an elbow came dangerously close to his face.

"Sorry, sorry, there we go!" The Doctor held up the sonic screwdriver triumphantly, grinned wickedly with a little lift of his eyebrows, then dropped to his knees.

Spencer bit back a gasp of surprise. "What are you doing?"

"Improvising a plan C." The Doctor tilted his head back and looked up Spencer's body. "Good thing you're secure, or this would be very embarrassing."

Spencer closed his eyes. "And we're saving our as..." he cut himself off just in time. "Ourselves," he amended hastily. "So please do it."

"Bossy!" the Doctor chortled.

"Working!" Spencer shot back.

The Doctor, mercifully, stayed quiet. Spencer couldn't see much but the Doctor's head bobbing, but he could hear metallic clangs and the whine of the sonic screwdriver as he worked.

The light suddenly faded, replaced by an ominous blue tinge. "Please tell me you meant to do that."

The Doctor's head brushed his leg. "Sounds like he switched the machine on."

"That's not good!"

"I was hoping he was going to take a little longer to work that bit out!" The sonic whined again, higher in pitch.

"The light grew in intensity. "In your own time," Spencer yelled.

"Almost there!" the Doctor screamed back. "We've got to reflect energy, send it out not in!"

"And fry him?" Spencer asked hopefully. If talking helped the Doctor work, then they'd _talk_!

"Cellular duplication - he's three times the size, that means he's spreading himself pretty thin!" The capsule and the screwdriver whined in counterpoint to each other. "Just one more!" Spencer flinched as an explosion of noise erupted all around him.

* * * * *

The Doctor cracked open the door an inch, peering out before opening it wide enough to step out. Spencer followed cautiously, trying to look everywhere at once for Lazarus.

"I think," he said shakily. "You could have cut that a _little_ finer."

"It really shouldn't take me that long to reverse the polarity," the Doctor said ruefully. "I must be out of practice." Something caught his eye, and he stepped down off the podium.

Spencer followed, eyes widening as he saw Lazarus, young and human again, lying naked and unconscious on the floor.

There was a corpse against the nearest wall, and Spencer looked between the two figures. "The monster within killed those people, but like this...he looks kinda...pitiful," he decided.

"Elliot saw that too. 'This is how the world ends,'" he quoted. "'Not with a bang, but a whimper.'"

There was really nothing Spencer could say to that. So he said nothing.

The paramedics arrived quickly, and Spencer waved them off. They were more interested in unconscious people, and Spencer just floated aimlessly after them as they stretchered Lazarus out of the building and down the red carpet.

"Spencer!"

Spencer turned, feeling the ice that had settled over him cracking as he saw his mother striding over to him. "Mom!"

His mother touched his cheek gently, the walked past him, wound up, and slapped the Doctor in the face.

Spencer gaped. "Mom!"

His mother turned on the spot and glared at him, a dervish of maternal protectiveness. "You lied to me, Spencer. He's no drum tech. People have been telling me things. They say he's a menace!"

Spencer stared at her. "They say that about Pete too, but you've never slapped him!"

Spencer's mother reached out and shook her son's shoulders. "Spencer, don't joke. Look around! Nothing but death and destruction."

"Which would have been ten times worse if he hadn't been here,” he snapped back, suddenly furious. “He didn't cause it, he stopped it!" He shrugged out of her arms.

Whatever she was about to say next was cut off by the sound of crunching metal, far off. Spencer felt his pulse start to race, the now-familiar surge of adrenaline. The Doctor looked back at Spencer, face expressionless. Then he took off in his loping run.

Spencer took a step to follow. His mother's hand landed in the centre of his chest. "Spencer," she said softly.

Spencer couldn't speak. But there was only one answer. Shaking his head, he slipped past her and ran after the Doctor.

Spencer arrived at the crashed ambulance just the Doctor stepped back. Spencer caught a glimpse of desiccated corpses. "Lazarus," he spat.

"Back from the dead. I should have known." The sonic was already in his hands, whirring and beeping. "He's in that church."

"Cathedral." Both Spencer and the Doctor whirled around at Sue-Ann's voice. "He was telling me about it, on the roof. He called it a cathedral."

"A cathedral in Vegas," the Doctor muttered. "I don't know. Come on!"

They walked in single-file up the moonlight chapel, past row after row of hard wooden benches. Slowly circling the alter, they found Lazarus, huddled under the cloths, panting, bathed in sweat. But still human.

The Doctor moved around in a half-circle as Lazarus babbled, but Spencer couldn't move from the shadows. Some deep instinct, as deep as the monster Lazarus had called forward maybe, told him not to draw attention to himself.

The clicking of Lazarus' bones changing echoed in the cavernous space. Next to him, Sue-Ann shivered and whimpered. The Doctor over at them, then up, and Spencer couldn't help but follow his gaze. When he looked at the Doctor again, he caught the tiny little nod.

Spencer stepped forward quickly as the Doctor declared "there's no such thing as an ordinary human." Touching the Doctor's hand lightly with a brush of his fingers, the Doctor leaned over slightly so that Spencer could whisper.

"He's going to change again any minute."

"I know. If I can get him up there, I've an idea that might work." Spencer felt his own neck creak as he once more looked up at the open space over their heads.

"Up there?" He mirrored the Doctor's tiny nod, and stepped back. Sue-Ann had all but faded into the shadows, and Spencer hoped that'd be where she'd stay. He didn't have time to argue right now. Slowly, carefully, he began to follow the Doctor's earlier path, circling Lazarus as the old/young man/monster declared he'd soon feed again.

Showtime.

"Leave him!" Spencer commanded, his voice ringing off the walls. "He's old and stringy." Spencer licked his lips. "I thought you had a taste for fresh meat?" His feet were already moving before Lazarus had started to pounce, the Doctor's scream a far-off sound.

As Spencer raced down the nave, he realized someone was keeping track. "What the fuck, Sue-Ann?"

"Your mother will kill me if I don't bring you back," she yelled. "Now RUN!"

Spencer raced for stairs that he hoped led to the tower. Whatever idea the Doctor had, it had better be a good one.

The stairs tightened into a tight spiral. "What the fuck," Spencer panted, getting dizzy. "Did they import this from fucking medieval England?"

"Shut up and keep running," Sue-Ann puffed out raggedly, pushing him in the small of the back. Spencer took a deep breath and kept climbing.

Mercifully, only two more revolutions spat them out onto one of the galleries that ran the length of the building.

"SPENCER!" Spencer found a gap in the stonework and leaned out.

"Doctor?" he called down.

"Get him to the top, the very top, do you hear me?"

Spencer tossed off a salute and resumed running towards the door Sue-Ann had wrenched open. He collapsed against the doorframe, gasping for air. "Another fucking spiral!" Throat raw from gasping, he followed Sue-Ann up and up to the very top.

The floor and railing were bare wood boards, a narrow rectangle ringing the walls. "This is where he said to be," Spencer said needlessly, walking around until they were facing the only door.

"Spencer Smith," Sue-Ann gasped, scandalized. "Are we _bait_?"

Spencer managed a weak smile. "Trust us, we're professionals."

Sue-Ann's response was drowned out by the sound of Lazarus shouldering his bulk through the door, the frame splintering as it exploded outwards. Spencer stepped carefully in front of Sue-Ann, and pushed her backwards until he felt her bump up against the wall. "Umm," he said as loudly as he could. "In your own time, Doctor!"

* * * * *

Spencer had no problems admitting that he was screaming like a girl. He had bigger problems - like the fact that he was about to die.

He threw himself to the planks as Lazarus swung his tail like a hammer, reversing with inhumane grace to smash through the boards inches from his head.

Spencer rolled and the floor vanished from underneath him. Flailing, he managed to grab onto the struts of the deck.

"Leave him alone!" he heard Sue-Ann shriek as Lazarus' monstrous form appeared over him. An insectoid appendage jabbed down, poking at Spencer like a fly under a microscope.

"Oh, that's just wrong," Spencer said. One of the things he would die knowing, at least, was that in mortal peril he lost all control of his _mouth_.

Below, the organ accompaniment to his own personal horror film crescendo-ed, the volume sliding up past the pain threshold. It was all Spencer could do to hold onto the strut as over him Lazarus convulsed in pain and toppled over the railing, taking most of the deck with him.

Far, far below him, Spencer heard the distant thud, then merciful silence. Spencer breathed out, suddenly, agonizingly, aware of the burning in his shoulders and the sharp pain in his hands as he hung over the edge.

"Fuckfuckfuckfuck," Spencer cursed a litany as he tried to haul himself over the edge and failed. "FUCKFUCKFUCK!"

"Hold on, sweetheart!" Strong hands wrapped around his forearms, adding their strength to his, hauling him up over the edge.

Spencer flopped like a landed fish, half on the wood, half in Sue-Ann's lap. He lay there, unable to do much but breath. "Told you we're professionals," he muttered, and felt Sue-Ann shudder a laugh.

"SPENCER!" The Doctor's voice carried his name up the tower.

"WE'RE OKAY!" He yelled back down, holding Sue-Ann close as her laughter turned to sobbing. "We're okay. Shh, come on, we're okay." He rocked her gently, sitting there at the top of the tower. "We're all okay."

* * * * *

They descended the stairs slowly on shaky legs.

The Doctor was a shadowy figure, crouched on the ground over the body of Lazarus. Spencer paused for a moment, studying him, Sue-Ann's question ringing in his ears.

"Who are you?" he mouthed, almost daring the Doctor to hear and response.

The Doctor looked up, right at him, and Spencer froze. Then the Doctor stood, arms held loosly at his sides, and Spencer moved on instinct, stepping up to him and wrapping him in a bear hug. The Doctor's arms slid around his waist, and Spencer stood there for a long moment, steadying himself as his fingers bunched into the fabric of the Doctor's jacket.

Sue-Ann cleared her throat. "Come on," she said softly. "It's time we got back." She looked meaningful at Spencer. "Your mother will be worried sick."

Spencer bit his lip and looked at the Doctor, who was unconsciously rubbing his cheek. "Meet me at the car?"

"Yeah," the Doctor said, just a touch too quickly.

He made his own escape quickly, dodging his mother's questions with vague answers or none at all. He could see the disappointment in her eyes, but it didn't matter. The treat was over - this was just the encore. Tomorrow everything would be back to normal.

He drove the Doctor home in silence, the hum of the road beneath his tires measuring out the final beats to the end.

Home seemed strange, unfamiliar, like it did after a long tour. The only thing that seemed real, full colour, was the TARDIS parked haphazardly on his rug.

Spencer leaned tiredly against the door as the Doctor slid his key into the lock. The door swung open, but the Doctor made no attempt to step inside. "Something else that just escalated, then,” he said at last.

"Habit-forming," Spencer agreed, his voice rough with fatigue and screaming.

"It's been fun though?" The Doctor said with a little wink.

"Oh yes," Spencer said dryly. "I can't decide whether the screaming for my life or the running for my life is the best bit, though." He grinned back, taking the sting out of his words.

The Doctor bit his lip, looking suddenly both nervous yet excited. "What do you say?" he asked. "One more trip?"

Spencer ran his index finger lightly down the edge of the door, feeling the warp of the wood, the warmth of the TARDIS, the promise of adventure. He let his hand drop to his side. "No." The Doctor's face fell. "Sorry."

"What do you mean,” he said, sounding hurt. “I thought you liked it?"

"Liked being treated like a stowaway? No. Like a favourite pet. Pampered and treated nicely, sure. But something to be endured, just the same.” Spencer shook his head. “Just…no.”

The Doctor looked honestly confused. "What do you mean?"

"I can't be just a passenger. I was never very good at being in the back seat. If you see me as someone to coddle and talk down to, I'd rather stay here."

The Doctor nodded, eyes distant. "Okay then. If that's what you want."

Spencer glared at him. "Okay then,” he snapped, stung. “Bye." He pushed off the TARDIS with one last surreptitious pat, and stalked over to stare blankly at his record collection.

Silence.

Spencer frowned and risked a peek over his shoulder. "What?" he demanded.

"I said okay." At Spencer's blank stare, the Doctor tipped his head meaningfully towards the TARDIS. "Okay!"

Spencer burst out laughing and strode across the room to give the Doctor a hug. "Thankyou!"

"Spencer," the Doctor said, ushering him inside. "You were never just a passenger."

The door closed behind them as Spencer strode happily up the ramp and tossed himself onto _his_ chair.

The Doctor walked up the ramp more slowly, and leaned against the console. Spencer grinned wickedly at him and waved his hand through the air. "Drive on."

This time, he was ready for the jolt.


	9. Intermission #3

**Summary for the Chapter:**

> The Doctor looked up, looked him over, frowned. "Have you been pawing through my Wardrobe?"

Spencer wandered back out into the main area of the TARDIS, dimly lit now by the glow of the central column, a weirdly soothing facsimile of late night. The Doctor looked up, looked him over, frowned. "Have you been pawing through my Wardrobe?" he asked severely.

Spencer shrugged as he slid onto his seat. "I got the tailor at the markets to cut me a few extra pieces." He smiled, sweetly. "Mix and match coordinates. You're hard on clothes."

The Doctor looked back down at the console, but Spencer caught the edge of his smile. "Well, at least you had fun spending my money."

Spencer laughed. "Your money? You and your screwdriver 'borrowed' it from the ATM, as I recall." He sketched air quotes with his fingers. "I was just returning it to circulation."

"In large quantities, no doubt."

Spencer reclined on the couch, and swung his feet up to rest on the bars that ringed the main platform. "Hey, you get what you pay for."

The Doctor eyed him fondly over the monitor. "I think we may need to make it a rule that you always get a firm budget and supervision when in commercial areas."

Spencer grinned, arms flung up over his head. "Good luck with that. Ryan's been trying for years without success to get me to stick to a shopping budget."

He was sure the Doctor was sniggering, but when he looked over, the other man's face was blank. "A young human male, in the early twenty-first century, with a shopping addiction and a shoe fetish. No wonder you have to _say_ you're sec-"

Spencer cut him off. "New rule. If I get a budget for clothes, you get a budget on how many times you can throw that back at me."

The Doctor raised one eyebrow delicately. "A budget?"

Spencer spun around, sitting up with his feet planted on the deck. "Uhuh. Cos I _know_ you won't be able to help yourself. So considered it rationed. And that's one."

The Doctor was staring at Spencer, bemused incredulity written across his face. "How many do I get?"

Spencer stood up and walked over to lean against the console. "I'll let you know when you're running low."

The Doctor threw his head back and laughed. "Oh Spencer Smith," he gasped, still grinning. "I think we're going to have fun."

Spencer struck a pose, made a play of tossing his hair back. "Hey, I'm a frequent flier now baby. I'm expecting the good stuff - champagne and glitter, not sewers and traffic jams." He looked at the Doctor's suddenly guarded expression. "Or champagne, glitter, and privacy in the bathtub after sewers and traffic jams, okay."

The Doctor nodded, beaming again. "Whatever you say, Spencer Smith. Speaking of, give me your mobile."

"My what?" Spencer asked, confused at the non sequitur.

"Your mobile phone. Cell phone, whatever you American's call it. Hand it over."

With a sense of foreboding, Spencer dug it out of his pocket and tossed it over. "Careful with that, I keep my life on there."

The Doctor grinned wickedly, flipped open his sidekick, and brandished his sonic screwdriver with a flourish.

Spencer covered his eyes with his hands and tried not to flinch as the sonic started to whine.


	10. 42

**Summary for the Chapter:**

> "And failing. Epic fail on the whole cooling issue."

Spencer spread his fingers and peeked through the gap as the sonic was shut off with a snap. Reacting on instinct, he caught the phone as the Doctor chucked it at him. With quick jabs, he brought up his contacts and sighed in relief as the familiar lists scrolled past.

"Okay," he said, finally satisfied. "I'll bite. What did you do?"

The Doctor looked smug, even for him. "Universal roaming." He grew even smugger as Spencer made an impatient 'go on' gesture. "You can anyone anywhere in space and time, on that mobile. Never have to worry about signal again."

"Anyone?" Spencer asked, unsure whether to trust his ears.

"As long as you know the area code." He beamed at Spencer's expression. "Go on, try it out."

Spencer frowned. "Am I going to have a heart attack over my bill at the end of the month?"

The Doctor made a face. "Is that all you're thinking of?" He relaxed, his eyes softening. "Frequent fliers privilege. Go on, phone home."

Spencer waved vaguely at him, the buttons cheeping quietly as he called up his contacts list. "I'm just saying, if it's the size of the national debt, I'm putting it on your...." he grunted as the jolt of turbulence threw him against the console, his phone tumbling out of his hand to lodge in-between two banks of switches.

"Distress signal!" The Doctor yelled. "Locking on!" Spencer hauled himself up just in time to see the Doctor kick at a lever. Tightening his grip, he braced himself for landing. "Hold on, there's gonna be some..."

For the second time in as many minutes, Spencer felt himself get thrown against the hard deck.

"…turbulence," the Doctor finished weakly.

"Yeah," Spencer managed. "I noticed."

The Doctor, the maniac, just beamed. "Come on, let's see where we are!"

Spencer hauled himself up using the console. Grabbing his phone, he followed the Doctor down the ramp. "One of these days, you're going to open that door and get eaten or something. I mean, what kind of distress signal?"

But the Doctor was already out the door.

Cursing himself quietly as ten kinds of idiot, Spencer followed.

* * * * *

There was no ravenous creature outside. Spencer was sure he'd have been par-broiled already. "Fuck, it's hot,” he said as he shrugged out of his jacket.

The Doctor looked over his shoulder. "As I just said. Without the profanity, mind you. Try to keep up."

Spencer undid the top button on his shirt. "This?" He said, waving his hand through the stifling air. "Bears repeating. And I'm from Nevada, we know hot." He looked around, taking in the jumble of pipes, the ominous red light. "Where are we, and what happened to the aircon?"

"Venting systems?" The Doctor said, bent over some of the pipes that looked exactly like every other pipe in the place. "Working at full pelt, trying to cool this place down."

"And failing. Epic fail on the whole cooling issue."

The Doctor shrugged. "Well, can't stand the heat." He pushed the nearest hatch open with a metallic screech, and Spencer moved quickly towards the slightly cooler gust of air that flowed in through the opening.

Spencer nearly tripped as, just as he was stepping over the raised metal edge of the hatch, people started yelling. "Here we go again," he said dryly as he moved to stand next to the Doctor.

"OI! SHUT THE DOOR!" The screaming became recognizable words, three voices tumbling over each other. The two men barreled past them, slamming bodily into the door. It shut with a ringing clang.

The woman glared at them, panting with heat and exertion, hands on hips. "Who are you?"

"Are you the police?" the younger of the two men added before either Spencer or the Doctor could offer a reply.

"Why would we be the police?" the Doctor asked, baffled.

'Guilty much,' Spencer mentally added, but he decided that it probably wasn't the best thing to add to the literal pressure-boiler atmosphere of the room. "Distress signal," he said instead. Unable to resist, he added a little flourish copied off one he had seen Brendon do night after night.. "Tada. Instant cavalry, just add details."

The local three stared at Spencer blankly. The Doctor rubbed his ear, unperturbed. "You said ship - why can't I hear any engines?"

The woman snapped back into the current situation. "They went dead about four minutes ago."

"So maybe we should stop chatting and get down to engineering, Captain?"

Engineering? Ship? Captain? Spencer looked past the Captain at the porthole set deep in the bulkhead. No _way_!

Above their heads, the bleating tannoy let out a new noise. _Warning: Secure closure active._

"What the hell!" A young woman ran towards them, her voice distorting slightly as she ran leapt over each bulkhead. "Who activated secure closure? I nearly got locked in to area 32." She pulled up sharply, blocking Spencer's view. "And who are you?"

Spencer waved vaguely between them. "I'm Spencer and he's the Doctor. Hi, nice to be here at your disaster." He drifted between the two women, eyes on the shimmer of light reflecting off steel plating.

The Doctor wrinkled his nose. "He's sarcastic, but I may be able to help." He looked up as the automatic voice spoke again. _Impact in 42 minutes_. "I realize I should probably already know this, but impact into what?"

"That," Spencer said, pointing out the window.

The Doctor rubbed the bridge of his nose. "Very helpful, Spencer, thankyou." He looked back at the Captain. "Again, forty-two minutes until..?"

The Captain's voice was hollow. "Forty-two minutes until impact with that sun."

The Doctor bumped shoulders with Spencer as he craned through the tiny porthole at the giant, blazing, very very _very_ hot sun. "That's fucking close," Spencer managed.

The Doctor was already moving. "How many crew?"

"Seven including us," the Captain spat out. One of the other crew members said something that Spencer couldn't hear over the Doctor's bolt for the door.

"I'll save you!" the Doctor was roaring, hurtling back to the hatch amid a chorus of "NO!" Spencer didn’t have a chance to even move before the Doctor was blown backwards in a visible wave of heat.

Spencer slid along the decking as he grabbed hold of the Doctor. The new girl was moving too, grunting as she slammed the door shut again.

"My ship's in there!" the Doctor yelled. Spencer gasped, throat suddenly tight, as the full implications settled in.

"Its lava," one of the crew said flatly. Spencer listened, numb, as they talked about temperatures so hot as to defy any real understanding.

His skin felt scorched, and he'd been standing over a dozen feet away. How hot was that?

One of the crew spoke as if answering his thoughts. "The closer we get to that sun, the hotter that room's going to get."

Spencer bowed his head. "Next time,” he murmured at the Doctor. “You look before you park, okay?"

The Doctor smirked, a quick expression gone instantly, meant only for Spencer. He was baffled for a moment, then he smiled back just as briefly. He’d said 'next time.' Feeling somewhat bolstered, he tuned back into the conversation.

"Simple, we fix the engines and steer the ship away from the sun." And just like that, the aura of panic in the group was gone, replaced by the Doctor's boundless enthusiasm. "Engineering down here is it?"

Spencer took a deep breath, ignored the prickle of sweat trickling down his back already, and once again followed.

Behind them, the electronic voice continued its morbid countdown. _Forty minutes and twenty-nine seconds._

* * * * *

Spencer followed the crew down narrow, slippery stairs, hanging back with his arms crossed over his chest as the crew discovered the wreckage of their engines, trying to keep up as the heat made even thinking difficult. "Doctor," he asked quietly, drifting over. "There are only seven crew members, and no hope of escape. Who'd sabotage the ship?"

The Doctor looked up but said nothing. Spencer swallowed convulsively and stepped back, out of the way again. Beyond the engine block, he could hear the Captain as she called for her missing crew.

The Doctor had slipped on a pair of black, thick-rimmed glasses, and was poking at the computer display. "Oh, we're in the Taraji system," he crowed. The Doctor looked up and found Spencer. "You're a long way from home, Spencer."

"Travel the universe, see distant stars, get fried by them," Spencer shot back.

The Doctor was grinning as he wheeled around to face the Captain. "And you're still using fusion scoops, aren't they illegal?"

Spencer rolled his eyes at the significant looks passed around the crew. So that's why they thought we were the cops - illegal mods. Spencer trained his eyes on an oily stain on the deck as the Captain lied her face off. He wondered if the Doctor had noticed. For all his brilliance, he was a little crap at reading people sometimes.

He put it to one side as the crew outlined the true extent of the damage to the ship. How it was fueled was irrelevant if they couldn't even get this heap of shit started. He snorted to himself as the Captain admitted they couldn't even get behind the wheel.

"There are 29 password sealed doors between us and the bridge. We'd never make it."

Spencer had seen this is a repeat of _Star Trek_ once. "Can't you override the doors?"

"Sealed closure, means what it says, they're all deadlocked sealed."

Spencer had heard that phrase before, and a glance at the Doctor reminded him where. "So the sonic screwdriver's no use."

The man -- Spencer wanted nametags or something -- threw his hands out in defeat. "Nothing's any use. We've got no hope, and no chance."

"Oh, listen to you," the Doctor outright _scolded_ him. "Defeated before you even started! Where's your Dunkirk spirit?" Spencer smirked at the oil stain and hoped nobody noticed. "Who's got the passwords?"

"They're randomly generated," the man who looked to be about his age said. "Sorry, Riley Vashti," he introduced himself as an afterthought. Spencer gave a silent vote of thanks - finally, a name. "I reckon I'd know most of them."

"Then what are you waiting for, Riley Vashti, get on it!"

Riley was reaching for something that reminded Spencer of something he'd seen in _Ghostbusters_. "It's a two-person job, innit?" he said, his voice muffled as he reached up. "This on the control panel, that on the door. Oldest and cheapest security system around."

"Reliable and simple," the Captain agreed. "Just like you."

Riley grinned, his teeth white under the grime on his face. "Try to help, get abuse."

Spencer reached over and took one of the machines out of Riley's hands. "I'll help. I'm useless as a mechanic." Riley nodded, turned to lead the way out.

"Oi," the Doctor said, voice pitched low. "Be careful."

Spencer nodded. "You too," he said. "Don't want to loose my designated driver," he tossed over his shoulder as he turned to walk away.

The Doctor's bark of laughter echoed off the metal walls.

* * * * *

Under Riley's terse directions, Spencer started hooking the machine up to the panel by the first door. Next to his ear, the computer voice chimed. "Impact in thirty-four, thirty-two."

Spencer rolled his eyes. "No pressure." He tried to ignore the computer voice as it counted down their shield strength, the time until impact, but the monotonous computer voice had something of the inevitable about it. He turned to face Riley. "Faster would be better," he said in his best bored tone as Riley's fingers danced lithely over the battered portable unit.

"Hey, this isn't as easy as I make it look," Riley shot back.

Spencer grinned. "What is it you're making look effortless, anyway?"

"Put the clamp on," Riley instructed. The hollow bang rang with an interesting effect as Spencer slammed it on. "These doors are rigged to a random trip code," Riley continued to explain as he typed. "Nine tours ago, we got drunk, thought 'em up. Reckoned if we was hijacked, we'd be the only ones who know all the answers."

"So, your security system is sponsered by Trivial Pursuit?" Spencer said. "What, you type in the response and Open Sesame?"

Riley nodded. "But we only get one chance. One wrong code and _every_ door resets."

"Riley?" Spencer murmured. "Don't get it wrong."

Riley grinned wickedly as his pack beeped. "Right. Date of SS Pentalliun's first flight." He chortled and typed in the answer. Under his hands, the clamp whined and shifted as the door unlocked and swung open. "Go!"

Spencer hauled the clamp over his shoulder.

"Twenty eight more to go!"

Spencer rolled his eyes and grinned as Riley caught up with him. "Worst pop quiz ever!"

Riley laughed as he lengthened his stride and ran on down the corridor.

* * * * *

Spencer ran, cursing at himself for being so fucking out of shape. But it was a million degrees, and the clamp weighed a ton, and the ship seemed to go for fucking miles. He staggered as he came up against the door, leaning the clamp against his leg as he held himself up with one hand on the uncomfortably warm metal, using the other to push his hair out of his eyes.

"Spencer, Riley, how you doing?" The Doctor's voice was a welcome disruption to the litany of death the computer was spouting.

Spencer hoisted the clamp into place and reached over to thumb the comm system like he had seen the Captain do. "Cleared 29, up to door 28."

"You've got to move faster!"

Spencer rolled his eyes. "Don't make me come back there to bitchslap you. We're going as fast as we can!"

Behind him, he heard the pack bleep and Riley curse. "Find the next number in the sequence: 313, 331, 367...?"

"And the answer is?"

"I don't know."

"What?" Spencer turned to glare and nearly dropped the clamp on his foot.

"Hey," Riley said defensively. "It was nine tours ago, the crew has changed a bit since then."

"Fuck," Spencer spat.

"379." The Doctor's voice bounced off the bulkhead.

"What?" Riley asked, bewildered.

Spencer shook his head and braced himself against the clamp. "Don't argue, you'll get a maths lesson. Trust me, whatever it is, he's right. Do it."

A clatter of keys, and the door thumped open under his hands. Spencer hoisted the clamp with a grunt.

"Spencer, you knew I was right." He could fucking _hear_ the Doctor's chortle over the static of the comms system.

"Yeah, don't let it go to your head, you need to fit through these doors."

"Alright," the Doctor said, wounded pride dripping from his words. "And, Spencer?" he added more seriously.

"Yeah?"

"Be careful. There may be something else on board."

Spencer blinked. "Wow, all we need now is the theme from _Psycho_ and I'll be completely creeped out."

"Maybe next time," the Doctor shot back, a slight stress on the last two words. With a click, the channel closed.

Spencer jerked his head at Riley. "Come on, we've got to keep moving." Hauling in a lungful of air, he pounded down the corridor, hating his life.

* * * * *

_Impact in thirty fifty_

Spencer felt like hitting that computer right in the face. If it had a face. Which this one didn't. Shaking his head, flicking droplets of sweat everywhere, Spencer forced himself to focus. "Come on, hurry up with the questions."

Spencer could almost hear Riley rolling his eyes. "Here we go - oh, this is a nightmare. Classical music, who had the most pre-download number ones, Elvis Pre-sley or the Be-atles?" Spencer blinked and reread the question again himself, thrown off by the uneven stresses Riley put on the syllables.

Riley cursed under his breath. "How are we supposed to know that?"

Spencer grinned, and dug in his pockets. "Guess this is a good a time as any to try phoning home." Flipping open his sidekick, turning away from the speaker as it intoned _Impact in twenty-nine forty-six_ , he pressed the call button.

The phone rang. And rang. "Come on, you big geek," Spencer muttered.

"Hey Spencer. Miss me already."

Spencer had to cover his mouth to stop himself from cheering wildly. "Hey Ryan," he managed, forcing himself to sound as normal as possible.

"What's up?" He heard movement, like Ryan was stretching out on a bed or a couch.

"Actually, I wanted to pick your trivia brain for a minute. Who had the most number ones pre-download, Elvis or the Beatles?"

There was a pause. "You want to know what?"

Spencer patiently repeated his question. Behind him, the computer chimed another count. _Impact in twenty eight fifty._

"Where are you?"

Spencer gritted his teeth. "Out. Shopping. With some...with my cousins." Ryan knew most of Spencer's friends and family but maybe he could swing it.

"Really? Cos I called your place this morning - did you run out of battery this morning, by the way? - and your mother didn't say anything about cousins. She did mention a drum tech and a weird night..."

"Ryan!" Spencer yelled into the phone. On the other end, so far away, Ryan made a little noise of protest. Spencer glanced over his shoulder. Riley was somehow managing to look simultaneously embarrassed and impatient. "Ryan, please." Inspiration struck. "I've got fifty bucks riding on this, and you're the only person who'd know the answer."

Flattery may not get him everywhere, but with Ryan it got him pretty far. "Fifty, huh? You're so buying the coffee next time..."

"Yes yes." Above them, the speakers crackled and growled, words barely discernible beneath the static. Spencer turned and stared at a wide-eyed Riley. "Elvis or the Beatles, Ryan?"

"As much as it pains me to admit it, Elvis."

"Elvis!" Spencer snapped at Riley, who all but dove for the keypad.

Spencer drove his shoulder against the clamp, grunting as the lock tumbled and the clamp dropped into his arms. "Ryan, you rock!"

"I know, but don't..."

Whatever Ryan was saying was drowned out as the burble of the intercom shattered into a terrifying scream that rolled on and on. Spencer almost dropped the phone as the hairs on his arms stood on end.

"Fuck, Spence, what was that?"

Spencer tried to swallow, but his mouth was too dry. He looked over at Riley. "Cranky toddler just dropped her icecream. Listen, I've gotta go...go collect. Talk to you soon." Without waiting for a reply, he snapped the phone shut, never taking his eyes off Riley.

The movement seemed to snap the other man out of his trance. Reaching over, Riley thumbed the comms. "Captain, what was that?"

It was the Doctor who answered, sounding breathless. "Never you mind, just concentrate on those doors. You've got to keep moving!" With a crackle, the line was closed.

Spencer slipped his sidekick back into his pocket and hoisted the clamp onto his shoulder. "You heard the man," he said quietly, looking away. "Come on."

_Impact in twenty-seven oh-six_

* * * * *

The clamp was getting heavier and heavier as he hauled it along the endless miles of metal corridor. Above their heads, the litany of time continued. Just as they reached the next door, it crackled and changed into the voice of the Captain.

"Everybody listen to me. Something's happened to Corwin. We think...we think he killed Abbey Lerner." Spencer closed his eyes for a brief moment, head bowed over the clamp. Another corpse. Always another corpse. "So none of you are to go near him. Is that clear?"

"Don't go near the infected killer," he muttered sarcastically to himself. "Got it." He glanced over his shoulder. "Ready?"

Riley was already typing. Whatever he saw had him grinning. "Great!" Typing furiously, the clamp beeped and passed them through another door.

"What was it?"

"Who won the first Interplanetary curling competition?" Riley grinned. "Mars in a nailbiter!"

Spencer lifted the clamp onto a workbench and flexed his aching fingers. "God, please don't tell me I'm going down in flames with a sports nut."

Riley just grinned wider.

_Heat shields failing. At 20%_

Riley's smile vanished, and he turned towards the computer pack so that Spencer couldn't see his face. Taking the hint, Spencer busied himself with mounting the clamp on door 16.

"Come on!"

"Grah!" Riley growled, thumping the pack with his fist. "Everything on this ship is so _cheap_!"

"And that'll hel-" He snapped off, wheeling around at a thump from back down the now-open corridor.

"Who's there?" Riley called. He was answered by another thump and a thud that echoed. A figure appeared, outlined in the steam from the overworked cooling system.

"Is that Corwin?" Spencer whispered.

Riley relaxed, his shoulders slumping. "Oh Ashton, whatcha doing?"

Ashton stepped into the compartment, wearing a mask that covered his face. "Burn with me."

"Oh that's not good." Spencer breathed.

Riley didn't seem to realize that something was wrong. "If you want to help..?"

"Burn with me," Ashton repeated, reaching for the visor.

Alarm bells started clanging. "Move!" He screamed, slapping the computer console next to him. Somehow, he hit something right, and a side door slide open. Reaching back to hook his fingers into Riley's shirt sleeve, he all but hauled the other man through the gap and dove for the glowing console on the far wall of the tiny room.

The metal door started sliding back, far too slowly. Just as it slammed back into place, Ashton's masked face appeared in the porthole.

This time, it was Riley who took action, his hands pushing Spencer aside and dancing across the controls. As Ashton started pounding on the door, Spencer dove through the tiny hatch, Riley pushing him through before following.

"What the hell is happening?" Riley gasped as the door sealed with a hiss.

_Airlock sealed. Jettisoning escape pod._

Spencer felt his jaw drop. "Escape pod?" he roared.

Riley all but crawled over Spencer in his haste to get to the controls. Spencer followed him, crowding in to hit the comms switch. "Doctor, we're in a fucking escape pod next to door 17 - this guy's trying to jettison us, you've got to help us! _Please_!" He sat back, bit his lip, tried to remember how to breathe.

But it was so hot in here.

Riley thumped his palm against the console. _Jettison held_. Spencer and Riley exhaled in unison, looked over at each, grinned like idiots.

The computer beeped. _Jettison reactivated_. Riley stared at the console in blank shock.

Spencer opted for swearing. "You fucking MOTHERFUCKER!!" he yelled through the portal as Riley cursed out the control panel.

"This'll get him!" Riley spat out, fingers flying across the buttons.

 _Jettison held. Escape pod stabilized_. Spencer leaned over and gripped Riley's shoulder as the other man braced himself, panting, against the wall of the pod.

"Effortless," Spencer managed to say, and got a weak grin in response. The moment hung there, and Spencer felt the muscles in his shoulders unclench slightly.

The controls beeped, rows of numbers scrolling past on the screen. _Jettison activated._

Riley pushed back against Spencer, eyes wide as he scanned the tiny screen. "He's crossed the circuit. I can't stop it. _I can't stop it!_ "

Spencer found himself pressed up against the tiny portal with no memory of moving. "Come on, Doctor," he whispered as the airlock sealed. " _Come on.._." The pod beeped like an open car door. _Airlock decompression completed. Jettisoning pod._

The Doctor's face appeared in the far portal. Spencer felt his heart lurch then crash. He could feel the tiny pod shudder as it detached itself from the ship, went into free-fall. It was too late, too late.

The Doctor was saying something, his mouth moving in perfect silence. 'In space,' Spencer thought to himself. 'No one can hear you scream.' In mute reply, he pressed his palm against the glass, fingers spread.

As the pod pulled away from the ship, Spencer pressed his forehead to the glass. Smiling softly, sadly, he watched the Doctor scream impotently until the pod drifted around and he was lost from view.

"Goodbye, Doctor," he mouthed through the glass. "And thanks."

* * * * *

Spencer pushed himself away from the tiny portal, walking backwards, two small steps, to the far wall. Sitting on the bench seat, he tilted his head back until it impacted against the hull of the escape pod.

"How long?" he asked fatalistically.

"Until we fall into the sun?" Riley shrugged, as calm as if he were discussing the weather. "Twenty minutes, max. Of course, the heat shields will fail long before then, and..." he shrugged, and Spencer felt the rub of Riley's arm against his.

"Cooked in the shell for your convenience."

"Yeah," Riley said with a sigh. "That's space travel for you. Prettier it looks, more likely it is to kill you." He shifted on the seat, moving to work the kinks out of his neck. "It's pretty odd, when you think about it. Shouldn't danger come with some natural warning signs."

"I think the skin melting temperatures give enough of a hint," Spencer shot back dryly. "I hope he thinks of something."

"Who, the Doctor?” Riley asked. “Sorry, no chance. There's just not enough time."

Spencer conceded the point silently, but he couldn't shake that tiny glimmer of hope. He didn't want to.

"Spencer, mate..." Riley stopped, looked away.

"What?"

"Nah, it's okay. Not like a bit of false hope is going to do us any harm, hey?"

Spencer managed a weak smile. "I can't help it. He always come through at the last second. I think he thinks it's more fun or something." He stared out the porthole, feeling Riley's stare burn into his skin like the sun outside. "I guess I've just kinda gotten used to having faith in the fucker."

Riley barked with laughter, a short, vicious sound. "Faith, huh? I think I've forgotten what that's like."

This time it was Spencer's turn to stare as Riley looked away. "No girlfriend waiting for you? Boyfriend? Some third option I have yet to come across?"

Riley shook his head sadly. "Long-haul transport doesn't lend itself to stable relationships."

Spencer flashed on Haley's face suddenly. But it wasn't the same -- they had phone calls, and quick flights out and back, emails and text messages. It wasn't the same, even though some days it certainly felt like forever.

"What about you?" Spencer blinked. "Anyone waiting for you?"

Spencer rolled his eyes. "Too many, I used to think. A girlfriend - best friends, mother, father, two sisters, the works. All go, all the time, always coming and going." Suddenly, Spencer felt his throat tighten, his stomach clench. "Oh my god, they have no idea where I am. I just walked away. And we're gonna die here and no-one will be able to tell them what happened, that I didn't mean to leave them." He forced himself to breathe. "I'll have just disappeared. They'll never know." He thought about it some more, struggling for some semblance of his composure. "And there'll be internet rumors, and weird stories, and maybe a made for tv movie on Hallmark, speculating on my mysterious disappearance. That'd...that'd be cool."

"Would it?" Riley asked gently.

Spencer bit his lip. "No. Not really."

Riley sat in silence for a long moment. "Call them, Spencer. Tell them goodbye, too." He turned and looked out the window, the flickers of light casting his features into stark relief. "Before it's too late."

* * * * *

Spencer broke off inventively cursing answering machines mid-word as the line beeped. "Hey mom, it's just Spence. Just...just calling to see how you were. Ummm...." He closed his eyes against the fierce prickling. "Love you. Bye." He thumbed the line close by touch, and just sat there, breathing, as precious seconds ticked by.

Then he called the number of the only other person he'd trust this to. The only other voice he needed to hear. "Spencer,” as he answered the phone. “Twice in an hour. Did you understand the whole idea of a 'break'?"

Spencer hugged his arm around his chest as he pushed the phone closer to his ear. "Yeah, I know." He'd never see Brendon and Jon again, never.... He rocked slightly in place to try and stop himself from crying. "I just...wanted to check in," he said as normally as he could.

"Spencer?" Ryan's voice was quiet, sharp. "What's wrong?"

Spencer lifted his empty and covered his eyes for a moment. "Ryan, I...I'm...I just needed to tell you something..."

"Spencer?" Ryan's voice was laced with real concern now. "Are you okay?"

He didn't even try to lie to that. "I don't have a lot of time, and I just wanted to...to make sure we were good."

"Spence, you're scaring me."

Spencer opened his eyes at Riley's gentle tap on his arm. He looked over at the porthole, saw light so bright it seemed almost solid. They were out of time.

"Ryan, I love you, okay. I just needed to tell you that. And I need you to tell my family, and Jon and Brendon too. I love you, and I'm sorry. I...I..." he was nearly shaking, trying not to cry, trying not to think about what this all would mean.

"Spencer, tell me where you are, we'll come and get you." He could hear Ryan moving.

"Bit late for that, Ryan." He sniffed, but a single tear escaped to run down his cheek.

"Spencer!"

"Bye, Ry." With shaking hands, he closed the line and turned off his phone. "It's not going to be enough," he said blankly to the scorching air.

"But it's something," Riley said with quiet authority. "Something they can hold on to." Spencer risked looking over. Then they were both moving, colliding in the dead centre of the pod, tangling together in preparation for the end.

* * * * *

They disentangled slowly, neither really willing to let go. But the heat was growing oppressive as the shield failed, and they didn't so much break apart as slither away, each man to their own corner, wrapped in their own last thoughts.

Spencer's sidekick was digging into the palm of his hand, all angles. "Anyone you'd like to call?" he asked quietly. "You have to know the full number, but it can call anywhere, this thing." He gnawed on his lower lip. "Frequent fliers privilege," he added in a whisper.

Riley eyed the tiny device hungrily, but he shook his head. "Nah. There's only me ma, and she hates being called, always leaves the damn thing unplugged and makes everyone leave a message. I couldn't..." He trailed off, and Spencer was hit with the sudden image of his mother playing her answering machine over and over until the tape disintegrated.

"Okay," he mouthed, not really trusting his voice, as he slipped his phone back into his pocket.

"Could you call your Doctor on that thing, see if they've come up with one of them brilliant last ditch plans to ride to our rescue?"

Spencer smiled, then frowned. "Umm, I don't actually have his number." He felt his brow furrow. "Know what, I don't know if he even has a phone!"

Riley's laughter was on the verge of hysterical when the entire pod shook, jerking them both sideways. "What the fuck was that?"

Riley's nose was almost pressed against the tiny screen. "Remagnetized,” he breathed in shock. “They're pulling us in!"

Spencer clutched his chest, suddenly feeling so amazingly alive. "God, see - taking it to the wire!" He suppressed the urge to bounce with excitement as the hull of the ship came into view, the tiny pin-prick of the docking port looming larger and larger, until it was all they could see.

With a tooth-rattling collision, the pod returned to the ship. _Airlock recompression complete._ Spencer dove for the hatch, and Riley's arms snaked around him, helping him haul against the seal. Then Spencer was through, barrelling back to the relative safety of the mothership.

"Doctor!" He yelled, looking around, down, to the space-suit clad figure sprawled on the floor. "Shit! Doctor?" Spencer swore again as he grabbed hold of the superheated metal seals of the spacesuit. The Doctor kicked, flailing weakly, as he pushed himself around and back into the nearest bulkhead.

The Doctor lifted his pale, sweating face. Under long lashes, preternatural light spilled out, turning his cheekbones into razorblades, transforming his so-human face into something else entirely. "Stay away from me!" the Doctor hissed.

Spencer back-pedaled so fast he almost tripped over.

"What's happening!" The Captain's boots made the decking rattle as she pounded towards them.

"IT'S YOUR FAULT!" The Doctor screamed, and Spencer grabbed onto the rib of the corridor for support. He couldn't tear his eyes off the Doctor, writhing in pain on the floor.

"Doctor?" he asked, tasting a new kind of fear rising in his throat. "What's wrong? Tell us."

"You should have scanned for life. That sun, it's alive, and when you skimmed it for cheap fuel, you _ripped out it's heart!._ "

"Why is he saying that?"

Spencer turned on her. "Shut up. If you'd just been honest with us, we could have done something. So _shut up_ unless you can _fix this_."

On the floor, the Doctor kicked weakly, like he was fighting off an attacker. "Humans, you grab whatever you can take, and you bleed it dry!"

Spencer gave up fighting the urge and lunged forward, capturing the Doctor's arm. "Yeah, we're charmers. Come on, think! We must be able to get it out of you!" He hauled the Doctor up, and the alien slumped against him like a dead weight. He was burning up, Spencer could feel it even through the layers of the space suit. "Doctor!" Spencer yelled into his face, his tightly closed eyes. "THINK!"

"Freeze me," the Doctor gasped. "Status chamber - down to 200. Freeze it out of me!" he repeated.

"Got it!" Spencer snapped back, hauling the Doctor's arm over his neck.

"It will use me to kill you if you don't," the Doctor panted into his ear.

"Motivated enough already, thanks!" he growled. He could almost carry the Doctor, but the suit made things awkward. Spencer looked up at the Captain's stunned expression. "HELP ME!" he bellowed at her.

She jumped to obey, taking up the Doctor's other side.

_Impact in seven thirty-one._

* * * * *

The status chamber loomed like an open maw in the emergency-half light of medbay. Flinching, Spencer man-handled the Doctor the best he could onto the narrow gurney that poked out like a tongue before stepping over to the controls.

"Do you know how to drive this thing?" Spencer snapped at the Captain.

She shook her head, not looking at him. "That's what I paid Abbey for."

Spencer growled under his breath, eyes flitting over the controls. The joystick thing - well, the only moving part was the gurney, so...he tried it, and was rewarded as the Doctor was slotted neatly into the status chamber. "200 below, here we come!"

"You don't know what you're doing, you fool, you'll kill him. No-one can survive that!"

Spencer span on the spot, leaned over until he right in her face. "If we do nothing, we all die. This is your mess he's cleaning up, so either _help us_ or get out of my _fucking way_."

The Captain backed down. Spencer put her out of mind and whirled back to the controls. A tentative poke of the keypad had the display panel lighting up. "Yeah, come on!" he crowed.

"Spencer!"

Spencer blinked, ducked down, poked his head through the gap. "Yeah, I'm here, I'm here." He found the Doctor's hand, still in the thick gloves of the suit, and squeezed it as best he could.

"Ten minutes, no more. All I can take. Oh, it's in me, getting stronger, burning me up....I could kill you all..." Spencer bit his lip as the Doctor babbled. The Doctor got a hold of his ramblings with an almost visible effort of will. "Spencer," the Doctor whispered. "Spencer, please, I'm scared, help me, please..."

Spencer bit down hard enough to taste blood. Grabbing the edge of the gurney, he hauled it back just enough so that he could reach the Doctor's face. "Hey, you," he demanded. The Doctor gasped, and Spencer ducked in before he lost his nerve, pressing a quick hard kiss to the Doctor's lips. "Hold onto that, you can tease me about it when this is over, okay?" Not waiting for a reply, he pushed the Doctor back into the chamber and swung himself around to the controls. "Here we go."

He pressed in "200" and watched the dials begin to fall, his breath catching as, inside the chamber, the Doctor started screaming.

Spencer kept his eyes firmly fixed on the dials as the temperature gauge dropped lower and lower and the Doctor screamed and screamed.

"Come on," he muttered to himself. "Come on...NO!" He pounded the consoles, but the once-glowing display stayed dead and lifeless, out like a broken bulb. "What happened?" he demanded, turning on the Captain.

"Power's been cut in engineering," she said, her eyes darting over the dead displays. "Leave it to me." She turned and ran out of the med bay.

Inside the chamber, the Doctor howled.

_Impact in four forty-seven_

* * * * *

Spencer stared at the blank consoles, forcing himself not to hit them in frustration. "Come on, come on," he chanted to himself.

"Spencer!" The Doctor yelled. "It's nearly won, get to the front of the ship, vent the engines. Sun particles in the fuel, get rid of them!"

"I won't leave you!"

"GIVE BACK WHAT THEY TOOK!"

Spencer slammed the flat of his palm against the wall of the chamber. "Fight it, you bastard! I'll be back!" Turning, he skidded out of the med bay and ran.

_Impact in four eleven._

As the corridor straightened out, Spencer hit his stride, no longer caring about the heat, his pounding head, the looming crash, the sentient sun. His mind was blank, unable to think beyond the simple mechanics of the run, of breathing, of leaping through open door after open door.

Spencer ran because it was the only thing left he could do.

_Impact in three forty-three._

* * * * *

_Impact in two seventeen. Primary engines critical_

The numbers flashed by as he ran. Twenty. Fifteen. Ten. Five.

"SPENCER!"

He skidded to a halt, panting, as thought came crashing back, along with pain, fear, exhaustion. "Doctor?" he asked the voice over the comms.

"I can't fight it anymore."

"Yes, you can! Doctor! Doctor?"

The comms crackled. "Burn with me. Burn with me, Spencer."

Spencer pushed off, lungs burning, as over the comms system, the Doctor screamed.

_Impact in one twenty-one._

Spencer skidded through the last door as the computer calmly recited the litany of death the ship was facing.

"It's not working!" Riley was screaming. "Why isn't it working?"

"Vent the engines!" Spencer spat, colliding with the railing that ringed the work area of the bridge. "Dump the fuel."

"What?"

"This is no time to argue! DUMP THE MOTHERFUCKING FUEL!" he screamed. "All the sun particles you stole, give them back!" The two men stared at him.

Riley shook sweat out of his eyes. "But..."

Spencer glared, mute with apoplectic fury.

"Venting the fuel!" Jumping to action, the two crewmen ran down rows of controls, slapping open gates and spinning controls.

"Come on," Spencer repeated to himself, rocking slightly as he braced himself against the railing. "Come on!" He rocked and felt his shoulders scream in progress as the entire ship shuddered and bucked.

_Fuel dump in progress._

Spencer never stopped chanting. "Come on, come on, come on." The ship shuddered and whined like it was breaking in two, knocking Spencer to the floor.

Over the noise, he heard someone yell "engine's are firing!" The whine grew louder and deeper as the shuddering smoothed out.

_Impact averted._

"We're clear!" he heard Riley pant in shock. "We've got just enough reserves." Spencer rolled onto his knees and up onto his feet as the two crewmen embraced. “Spencer?” the Doctor called to him weakly over the crackling comms. Spencer was already heading for the hatch.

"Come on," he muttered as he hit his stride, the corridors passing in a now familiar blur as he bolted the length of the ship. "Please, Doctor!" he panted between breaths. "Please be okay."

His chest ached and his stomach was boiling with acid as he cleared door twenty one and saw a figure in an orange space suit weakly trying to stand. "Doctor!" Spencer yelled.

The Doctor's head snapped around, his face pale but relaxed, eyes back to normal. Spencer ran straight to the Doctor, hauling him into a crushing hug. The space suit dug into him in all the wrong places, he was nearly throwing up with adrenaline poisoning, his muscles were screaming at him, he'd nearly been eaten by a sun...but the Doctor was giggling into his ear, hugging Spencer back just as fiercely, and somehow, nothing else seemed to matter.

* * * * *

The ship didn't seem anywhere near as threatening once the air had cooled down and the lighting shifted from red to a calming white-blue. Spencer and the Doctor had sat in companionable silence, and watched the two survivors tend to their wounded vessel as they waited for the vent room to cool.

Finally, the four men walked the length of the ship slowly one last time. The opening of the vent room door seemed overly loud in the now-quiet vessel.

"This is never your ship," Riley gasped in disbelief, shattering the sombre mood.

Spencer had to duck his head to hide his grin as the Doctor began extolling her virtues. "Another word to describe her: robust. Barely a scorch mark on her."

Spencer ran his hands up the wood, feeling the now-familiar slight tingle of warmth along his fingers. "And a third word: roomy." He looked over at the Doctor, saw the tiny flicker of agreement. "We can't just leave you two drifting with no fuel."

"We've sent an official mayday. Authorities will pick us up soon enough."

Riley grinned and shuffled his feet. "Though how we're going to explain what happened..."

The TARDIS door creaked as it opened. "Tell the truth. That sun needs care and protection, just like any other living thing." With a little nod of his head, the Doctor stepped inside.

Spencer looked over at Riley. "It was fun," he offered. "The whole not-dying thing."

Riley grinned and shrugged. "There was that." He shuffled on the spot for a moment. "I guess this is goodbye?" There was just the tiniest hint of a question there that had Spencer shaking his own head.

"Yeah. Goodbye."

Riley sucked in a breath through his teeth. "Good luck, Spencer. I hope you find what you're looking for." He tilted his head at Spencer's blank expression. "Whether that's boyfriend, girlfriend or this mysterious third option." He grinned at Spencer's sudden shout of laughter.

Spencer grinned back. Their eyes locked, and they stepped forward as one. The kiss was chaste but heartfelt. "Take care, Riley Vashti. Try not to piss off any more suns."

Riley's laughter was echoing around the vent chamber as Spencer closed the door of the TARDIS behind him.

* * * * *

Spencer almost skipped up the ramp of the TARDIS, exhaustion making him almost giddy. "So once again, Team TARDIS saves the day." His smile faded. The Doctor was standing as still as a statue over the console, remote and unreachable. "Doctor? Are you okay? How are you feeling?"

The Doctor's huge brown eyes swiveled over, locking onto him. The moment shattered. "Now! Ice skating on the moons of Kahoon - fancy it?"

Spencer tried and failed to keep the disappointment out of his voice. It was always one step forward and two steps back with the Doctor. Luckily, Spencer could be patient. "Sure. Sounds cool." He looked sideways, flashing a weak smile, but he couldn't quite make it reach his eyes.

The TARDIS hummed like a distant heartbeat.

"By the way," the Doctor said quietly. "You'll be needing this."

Spencer looked over, and his gaze was caught by a flicker of sliver dancing in the half-light. Spencer felt his heart catch as he realized what it was. "You're shitting me," he breathed.

This time, the Doctor's smile was honest and warm, and totally real. "Frequent fliers privilege," he said lightly.

Spencer caught the key as it was lowered into his cupped hands. He ran his thumb over the points and grooves, feeling the skin-warmed metal press into his skin before looping the chain over his neck and tucking the key into his shirt.

"Spencer?" He looked up into the Doctor's eyes. "Thankyou."

Spencer shrugged, struggling for the right words. "No problem," he said lamely.

The Doctor grinned wickedly. "Now. Ice and cold and snow. We'll drink hot chocolate by the fire, and you can tell me where a good boy like you learnt to kiss like that!"

Spencer rolled his eyes and groaned theatrically. "Of course you'd remember that bit!"

"Hey!" The Doctor said with a waggle of his finger as he hip-bumped a lever on the side of the console. "You said I could, so I am. Besides," he added with a wicked twinkle in his eye. "It was a fairly good kiss. For a human."

Spencer leaned against the console. "Hey, remember the hospital on the moon? Did you hear me making speciest remarks then? No! In fact, I think I was very restrained about being _slobbered_ on..." he trailed off. "Oh god," he muttered, digging in his pocket for his phone. "Ryan!" Turning away from the Doctor, he pressed redial.

He paced half a circle around to his chair as the line buzzed and connected. Spencer could feel the Doctor watching him, hanging back on the other side of the central pillar to give him at least the illusion of privacy, for which Spencer was grateful.

He had no idea what he was going to say.

"Spencer!" Ryan's voice was clear over the line, and Spencer could almost picture the scene in his mind.

"Hey - sorry about before," he said before Ryan could speak. "Just having one of those horrible, end of the world kind of days."

There was a long pause. "You scared me."

Spencer closed his eyes. "Sorry."

This time, the pause was even longer. "Spencer, where are you?"

"Out." He glanced over his shoulder, saw the Doctor look over and deliberately look away. "With friends." He sighed, suddenly unwilling to face this on top of everything else. "Listen, my battery is about to die, just wanted to check in, make sure...listen, talk to you after the weekend okay?"

He could hear Ryan sigh. "Okay. We'll talk then." Spencer didn't miss the stress. "Bye, Spence." There was another, brief pause. "And, Spence? I love you too."

Spencer took his time settling his phone in his pocket. When he turned around, he knew his expression suitably opaque. "So," he said brightly. "I believe you promised snow, hot chocolate, and interspecies kissing comparisons?"  



	11. Intermission #4

**Summary for the Chapter:**

> "Another frequent fliers privilege. Seat upgrade."

The door swung open, letting in a gust of flurried snow and two well-wrapped travellers. "...and _then_ , he said 'what about the competition?'" The Doctor beamed as Spencer bent nearly double with laughter.

"You," Spencer gasped as he finally got himself under some sort of control. "Are an evil bastard, sir. No wonder I like you!"

The Doctor bent to brush snow off his coat, almost preening at the praise. Spencer pulled off the knit cap he had liberated from the wardrobe and shook it dry as he stifled a yawn. The Doctor took off his coat and tossed it into its usual place between the V of a support beam. "Tired?"

Spencer shrugged, trying to look more alert. "Long day," he offered lamely. "Where to next?" he asked as he hopped into his chair, curling his legs up until he could rest his chin on his knees.

The Doctor rolled his eyes as he strode across the deck. "Didn't anyone tell you about putting your feet on the furniture." Spencer straightened his legs out quickly, but the Doctor all but descended, grabbing him by the hand and hauling him up. "Come on."

Spencer let himself be towed down the corridor, past the doors to the wardrobe and that awesome bathroom. They stopped. "What's behind door number three?" he asked.

The Doctor grinned and gently tapped the door open. "Another frequent fliers privilege. Seat upgrade. Go on."

Ducking past the Doctor, Spencer stepped cautiously through the door. It was like stepping into another world. Spencer looked back, out at the organic industrial design of the corridor - of most of the TARDIS he had seen so far - then back at the soothing blue tones of the most domestic, homely, inviting bedroom he had seen in years.

Spencer stepped in further, smiling involuntarily as his foot sank into the deep, lush pile of the carpet. He took in the details - the light/dark blue wallpaper that ran down to a picture rail that bisected the height of the walls. The egg blue colour ran down to the creamy carpet, interrupted by the warm honey wood of the headboard of the bed that was pushed up against the middle of the wall. Matching wooden furniture was set against other walls, and the door in the far corner turned out, on closer inspection, to link back to that luxurious bath. He could have sworn there was no such door there yesterday.

The Doctor was leaning against the main doorframe, grinning in quiet amusement, as Spencer stalked over to the chest of drawers and pulled one open at random. The clothes he had bought from the tailor were neatly folded inside. "This is for me?"

"Your own room," the Doctor agreed.

"Why?"

"Like I said, your privilege. Plus," he added, "I can't have you napping on my chair all the time. You snore when I'm trying to work."

Spencer scooped up a pillow and tossed it at him. The Doctor caught it easily and walked across the room, plumping it up and setting it back with the others. "Sleep well, Spencer Smith. We'll be somewhere new in the morning, and you'll want to be fresh for another adventure."

"More running, you mean," Spencer sniped back, but his heart wasn't in it. The mattress was soft but firm, just how he liked it.

"That too," the Doctor agreed, unrepentant. "Good night, Spencer."

"Goodnight, Doctor."


	12. Human Nature

**Summary for the Chapter:**

> Living at the school was like living in Themepark: England, 1913. He kept waiting to hear the chirp of a cell phone, the racket of a TV, see a billboard, taste fast food. Any moment now.

__  
"RUN!"

_Spencer dove forward, the metal grating of the deck biting into his knees as he crashed to the floor. Overhead, he could hear the zip, feel the heat, smell the burn of ozone as the weapons' blast passed over him to crash into the console with a shower of sparks._

_"Spencer, did they see you?" The Doctor's strong hands wrapped around his arms, hauling him to his feet with a little shake. "Did they **see** you?"_

_"Maybe, I don't know," Spencer was struggling to keep on top of the waves of input, sights and sounds collapsing together in a kaleidoscope that was making him dizzy._

_"SPENCER!" The Doctor shouted, nose to nose with him. "It's important, did they see your face?"_

_Spencer blinked. "I was always running away. They could have seen my back, but not my face." He staggered backwards a step as the Doctor let him go to race around the consoles._

_"Then off we go!" The hum of the TARDIS picked up, tonal counterpoint to the Doctor's low growl of frustration. "They're following us."_

_"Fuck!" Spencer muttered, slightly impressed. "They can track a time machine?"_

_The Doctor nodded distractedly. "Stolen technology, they can follow us anywhere..." He straightened, ran his fingers through his hair. "They're never going to stop...unless...I'll have to do it..."_

_"I'd like to buy a clue for twenty," Spencer said, hand half-raised._

_The Doctor spun round to face him. "Spencer, you trust me?" It was half a question, half a statement._

_Spencer shrugged. "I'm here, aren't I?"_

_The Doctor's eyes were wide. "Because it all depends on you." He turned, bent over, straightened again. "Take this watch, Spencer," he said, waving a plain silver fob watch in the air. “Because this watch, Spencer, is..."_

Spencer woke with a start, feeling grumpy and unrested before he'd even fully opened his eyes.

"Come along, chaps," someone said, sounding far too happy to be awake. "We'll be late."

Spencer yanked off the prickly, heavy covers and winced as his bare feet touched the cold wooden floorboards. "Come on Smith, old chap." Spencer scowled as Baines walked past the iron foot of his bed. "You're going to make us late. Not all of us can have a cousin for a beak, y'know."

Spencer fumbled the buttons on his tailcoat, catching his boater as someone tossed it to him. Following the other boys in his house, he thundered down the stairs to the breakfast room. The staff breakfasted in their quarters, not with the boys, but every morning, Spencer still found himself looking for the familiar face.

"Smith!" He blinked, snapping back into the present. He shook his head to clear his thoughts. "History second period, Jenkins says he heard there was to be a test. Do you know anything?"

"Nothing." He ignored without effort the little sniggers and smirks his American accent caused. This was 1913. America was a far away, exotic land.

"What good is it having a cousin for a teacher when you can't get us the heads up, Smith. Here," Spencer caught the apple that was tossed at his head. "If you can't get it through blood, try being a good old fashioned teachers pet."

Spencer sat a moment longer as the other boys bullied and shoved their way out of the cold refectory and into the colder halls. He wondered, briefly, if he could sneak away, visit his 'cousin,' make sure he was still all right. But Spencer put away that thought with a sigh.

He had to get to class.

* * * * *

Spencer moved like a ghost through the school, the strange sense of disorientation that had plagued him since they arrived especially strong today.

Living at the school was like living in Themepark: England, 1913. He kept waiting to hear the chirp of a cell phone, the racket of a TV, see a billboard, taste fast food. Any moment now.

But that moment never came.

Everything snapped back into focus as he looked down the stairs to see Mr John Smith standing at their foot, swapping morning pleasantries with the headmaster. Spencer shifting his tied pile of books to his other hip for balance as he slipped past the headmaster with a murmured "Good morning, sir," and swung around the banister onto the main floor. "Sir!"

John Smith turned, and once again, Spencer was struck by a single thought. ‘The Doctor never looked so alien as when he was faking human.’ It was the eyes, he had worked out one freezing, storm-tossed evening. The eyes were now too young for his face. "Ahh, good morning Spencer Smith." Spencer tried not to wince as John Smith said his full name with none of the cheeky humour of the Doctor. No innuendo, no challenge, no test. Just a name.

"Good morning, sir." Their official status as cousins afforded them some of the privileges of familiarity, but as Spencer had learned the hard way, not many. Fortunately, being American here had bought him some time to learn the customs and the lingo. "Did you sleep well?"

They fell into step easily, a lingering trace of the Doctor in the steady stride, the way he leaned forward slightly as if always wanting to get to his next destination. Spencer pasted a smile on his face as he mentally kicked himself in the ass. ‘One more month,’ he told himself. ‘Hold it together for one more month.’

"Actually," the Doctor -- no, John Smith, he had to think of him as _John Smith_ \-- was saying. "I had the most extraordinary dream."

"Anything good?"

John Smith beamed, a faint echo of the Doctor's manic expression. "I dreamt that I was this _adventurer_ , this daredevil, a madman. The Doctor, they called me..."

Spencer stepped aside to let a pair of students pass the other way, grateful that John couldn't see his face at that point. "Really?" he said weakly.

"Yes. And I dreamt you were there. We were travelling together."

Spencer forced himself to look up at John's face. "Sure you weren't just dreaming about the voyage back from America, sir? You were quite seasick, we had to call the ship's Doctor in more than once..."

John bobbed his head from side to side. "Oh, we weren't travelling on some liner, Spencer. We were on a spaceship, from another _world_. And we were travelling through time. We were in the year of our Lord 2007. Amazing."

Spencer swallowed, tasting bile. "As your sole surviving relative, let me assure you, sir. It is the year of our Lord 1913, and you are a human, just like me."

"Ahh," John said playfully. "But if I were an alien, and our fathers were brothers, that would make you an alien too. Aliens together."

"Strangers in a strange land," Spencer said, the words tumbling out before he could stop them.

John paused at the threshold to his classroom. "Strangers in a strange land," he said, rolling the words around his mouth. "Do you know, Mr Smith, that would make an excellent title for a novel. Good day, I shall see you in class."

Spencer turned away and continued on down the corridor. "Wait fifty years and you can read it." He blinked, suddenly aware of the stares he was receiving from a younger student. "Yes? Get to class," he snapped. The student jumped, startled, and dashed away as Spencer trudged down the corridor for another long day learning of a King and Empire that were never his.

* * * * *

Spencer sat, faking attention to the droning lecture about statehood and responsibility, mentally running through drum loops, beats, even lyric and melody ideas. Snatches of songs and half-realized musical motifs, anything to get him through the endless waiting.

Besides, he knew enough history to know what was coming for these boys, long after he and the _Doctor_ were away on their next adventure. If he had to truly listen to one more story about the glories of combat for Empire, he'd do something very bad to the timelines.

The movement of his classmates told him it was safe to return from his daydream. Gathering up heavy books and scraps of paper, he followed his classmates out of the stuffy room and into the wood-panelled hall.

"Smith!" He turned to see Hutchinson pushing his way through the crowd towards him. "Does having your head in the clouds run in the family?"

"What?" he asked, too tired to deal with Hutchinson's bullying nature this morning.

"Your cousin," Hutchinson said contemptuously. "Didn't even notice he was on the stairs ‘til he fell off them!"

Spencer turned on his heels and ran.

Once on the stairs, the crowd of pupils thinned out, and Spencer thundered along the wooden floorboards, pushing through John Smith's half-closed door. "Are you all right?" he demanded, panting.

"Master Smith," Matron snapped. "You are still a student here, you do not enter a teachers private quarters unannounced."

"What, in case he brought a girl home?" Spencer mentally slapped his hands over his mouth as Matron gasped, but it was too late. "I'm sorry, I..." he stuttered. "I..." he gave up and turned back to John. "They said you fell down the stairs. Are you okay?"

"Fine, fine," John said with a negligent wave of his hand. "Just a tumble."

Spencer moved forward, placed a hand on John's shoulder, rubbing his thumb soothingly over the ridge of bone and muscle under the layers of clothes. "Did you check for concussion?" Spencer asked Matron.

"I did, and I dare say I know better than you about these things, Mr Smith."

Spencer saw her looking with meaningful disapproval at the intimate gesture, and withdrew as if his hand had been scalded. "Right, sorry." But when she extended her meaningful look to the door, Spencer just ignored her and settled down on the couch.

John, at least, did not seem to begrudge Spencer his presence. "I was just telling Nurse Redfern -- Matron -- about my dreams. They really are the most remarkable tales. I keep imagining that I'm someone else, and I'm hiding."

"Hiding?" Matron echoed. "In what way?" On the couch, Spencer drew his knees up to his chest and listened with a growing sense of unease.

"I dream, quite often -- this is going to sound silly -- but I dream that I have two hearts."

Matron smiled, looking for an instant more like a flirtatious girl than a grown woman. "Well, I can help you there. Let's find out." The two staff ignored Spencer on the couch as Matron produced a stethoscope. Spencer tried not to lean forward as she uncoiled the tubes. This was where they would find out how good that Arch really was.

Matron listened to one side of his chest, then the other. Spencer tried not to notice the way their eyes darted around the others face, making eye contact and breaking away.

Spencer remembered playing out the same dance with Haley. He hugged his knees to his chest even closer.

"I can confirm the diagnosis. Just one heart." They pulled apart, grinning giddily.

John Smith smiled nervously at her. "I...I have written down these dreams, in the form of fiction...not that you'd be interested..." Spencer pursed his lips as John trailed off. This was the first he had heard of this. John's throwaway comment from this morning about novels came back to him with a jolt. He shouldn't -- stories like that shouldn't get out.

"I'd be very interested," Matron was saying, a slight blush colouring her pale cheeks. Spencer straightened out his legs as John rose and fetched a leather-bound journal. "A Journal of Impossible Things," she read aloud.

"Yes, but Spencer here suggested an even better title this morning." At his name, Spencer hopped up and moved to look over Matron's shoulder as she flipped carefully through the ink-spattered pages.

"Look at these creatures," she breathed. Spencer closed his eyes and willed himself not to react as a detailed line drawing of a Dalek appeared and passed by as the pages were turned. "And an eye for the pretty ladies."

Spencer watched human faces, some lightly sketched, some drawn in intricate detail, appeared on page after page after page. ‘Who were they?’ he let himself wonder so he couldn't hear the deeper question: ‘where am I in this?’

"Ah, the blue box," John said, tapping a tiny doodle in the corner of a page. "It's all through my dreams. This funny little box that transports me to far-away places." Spencer looked up, watching as John and the Matron became caught up in each other again. "Imagine," John said softly. "How magical life would be if stories like this were true."

Spencer smiled sadly down at the tiny ink drawing of the TARDIS flying through space and time.

"But it's just a dream."

* * * * *

"Matron!" Spencer called as he lengthened his stride to catch up with the older woman. "About that book."

"Oh, I'll take care of it,” she said, stroking the spine absently with her thumb. “He did say I could read it."

Spencer thought fast as he drew level with her. Who knew what damage such a book could do to the space-time continuum. Besides, the Doctor would never let him hear the end of it. "It's just silly stories," he said, making an abortive reach for the book.

She dropped it lightly into the pocket of her apron, out of reach.

Matron looked up, and above the sweet, feminine smile were eyes like diamonds. "Who is he, Spencer?"

"Sorry?" Spencer asked, thrown by the sudden change of topic.

"It's like he's gone out and left the kettle on,” she pressed, her hands fluttering delicately for a moment. “Like he knows he has something he has to get back to, but he can't remember what."

Spencer fought to keep the surprise he was feeling from showing, caught off-guard by her perceptiveness. "He's just like that."

"You're...cousins, correct?"

Spencer nodded. "My family's...gone. He fetched me over from America, found me a place here at the school." Spencer was proud of his little fiction, but he kept it simple, resisted the urge to embellish. Politeness seemed to keep people from pressing for details.

"Yes, well, I can understand you are close, but you must remember, you are a student and he is a teacher. Things may be different in America, but here there are formalities to be observed."

Spencer looked her right in the eye. "He's all I've got," he said with simple honesty.

Matron looked away first. "Good day, Mr Smith."

Spencer watched her walk away until she turned the corner out of sight, before slowly climbing the stairs to the cold, echoing dorms.

He walked in on Hutchinson holding Latimer up by his collar against the wall. "Put him down," Spencer said tiredly, too familiar with this scene after only two months.

"Yes, forget the little toad," Baines said, standing up and tossing his book on his bed. "Who's for beer?"

Spencer turned around and walked straight back out. "Smith?" someone called after him.

"Going for a walk," he called back. He heard snickering and muttered comments, but that too was a familiar sound, and he walked on.

He needed to clear his head, figure out what to do next. He'd promised the Doctor he'd do this.

He'd promised.

* * * * *

Spencer walked slowly, hunched up against the freezing cold as night drew in. He circled the pub, staying to the shadows, feeling only a slight pang of isolation now as he caught snatches of song and adult conversation, warmth and camaraderie spilling out through the open door.

He walked on, ignoring the turning for the village proper. He was in no mood to be disciplined for breaking curfew again. Instead, as they always did, his feet found the path that ran along the edge of the forest, towards the old crofter's barn nestled within the trees.

It was a long walk, and it gave him time to think...

"Smith! Psst, Smith!"

...or it would have. Spencer looked around, found the source of the hissing. "Baines. I thought you were raiding the cache?" he said flatly.

"I was," Baines wheezed. "But there were these uncanny lights in the sky. Did you see?"

Spencer rolled his eyes. "No."

"Perhaps it was a new type of plane. Father says they're working on some wondrous machines -- look! There it is again."

Spencer snapped out of his slouch as he saw what Baines was pointing out. "That's no moon," he murmured to himself as he watched the green lights streak overhead and disappear into the trees. "Where is that? Where did it land? Come on!"

Hauling himself over the fence, Spencer raced through the night, covering his face but never slowing his pace as he was whipped by low-hung branches. Behind him, he heard Baines protest as he fell behind.

Spencer staggered to a halt as the tree line broke to reveal a massive open pasture. A very empty open pasture. He bent over, braced against his knees, as he drew in deep shuddering breaths, each one like an icy knife in his lungs.

"I say," Baines panted as he emerged from between the trees. "What was that?"

"Nothing," Spencer muttered. "It was nothing." He turned on his heels, reorientating himself towards the west.

"Wait, aren't you going to help me with the beer?"

"No," Spencer spat, stalking back into the floor. He ignored Baines' spluttered outrage as he left him alone in the night.

He had a more important mission.

* * * * *

The barn was little more than a dark smear beside a dark path, but Spencer knew every step, every fucking _twig_ on the path.

Slipping through the narrow door, he ignored the smell of mouldy straw, beaming at the soft blue of the TARDIS door that was visible even in the darkness. Digging under the layers of jacket, vest, shirt, he pulled out his TARDIS key, warm with his body heat.

The lock snickered like a welcome home.

Inside, everything was quiet, all non-essentials powered down, the last remaining lights on the console and the central column casting weird shadows across the walls. "Hello," he said, refusing to feel stupid. The TARDIS may have been a machine, but she was a ship, and she had a gender and a name, and that was enough for him.

He walked up the ramp slowly, running his fingers lightly over the curves and edges of the TARDIS as he passed by, reacquainting himself, composing himself.

Remembering.

_"Get DOWN!"_

He walked around the console slowly, taking in the dead or dull lights, the meaningless roll of symbols drifting across the monitors.

 _"Spencer, do you trust me? Because it all depends on you!"_  
  
He perched himself on the edge of his chair and closed his eyes.  
 __  
"Spencer. This watch? Is me."

_"Okay. Is that meant to mean something to me?" He took the watch out of the Doctor's outstretched hand._

_The Doctor raced around the console. "Those creatures are hunters, they can sniff out anyone. And me being a Time Lord, well, I'm unique. They could track me down across the whole of time and space."_

_"Oh great. So what do we do, call for Elmer Fudd?"_

_At that the Doctor flashed him a tiny, wicked grin. "They can smell me, but they haven't seen me. And you, well, you're human. Put you in a group, you all smell alike. So, we hide. They have short life spans, we just wait for them to die."_

_"How do you hide from the Terminator of sniffer dogs?"_

_The Doctor straightened, suddenly sombre. "That's why I have to do it. I have to stop being a Time Lord. I'm going to become human."_  
  
Spencer opened his eyes and looked up, into the darkened heights of the TARDIS' dome. That _thing_ hung there like a demented christmas ornament.  
 __  
The Doctor slapped a wheel, and with a rattling of chains more suited to a drawbridge moat as something that reminded Spencer vaguely of a bike helmet descended from the ceiling. "Never thought I'd use this. All the times I've wondered." The Doctor mused aloud.

_"Wondered? What is it?"_

_Spencer didn't move as the Doctor scooped the heavy fob watch out of his cupped hands. "Chameleon Arch. Rewrites my biology. Changes every cell in my body. I've set it to human." The watch slotted into the device with a hiss and a click. "Now," the Doctor said, all business. "The TARDIS will take care of everything. Build a life story, find me a setting, and integrate me." He looked over his shoulder. "Can't do the same for you, you'll have to improvise. But I should have just enough awareness to let you in."_  
  
Spencer blinked and looked away into a dark corner as the memory of the Doctor's screams filled his ears.

* * * * *

Eventually, Spencer shook himself down and roused himself. Moving with forced purpose, he dragged the monitor around to face him, and flipped the switches as he had been shown, calling up the video diary the Doctor had left for him.

"Spencer? Is this thing on?" He couldn't help but smile as his Doctor tapped the glass on the other side of the monitor. "Right, here are some instructions to help you once I am human. Firstly, don't let me hurt anyone. We can’t have that, but you know what humans are like."

"Speciest," Spencer told the recording. Every time he replayed it, he mocked the recording, and tried not to listen to the silence that followed. Videos couldn't mock back. With confident hands, he turned the dial, watching the Doctor speed up, chittering like a chipmunk.

"Four: you. Don't let me abandon you. I'm sure you won't, but it's worth repeating. Stay close."

"Like kissing cousins," Spencer said as he turned the dial again, skipping forward quickly through the familiar lists and litanies. "Come on," he hissed as the Doctor's face raced by, a kaleidoscope of emotions. "Meteors, bright green lights in the sky, weird empty fields. It's seriously like a mash-up between The Wicker Man and ET out there. Come on!"

"Finally, twenty-three," the Doctor said, and Spencer found himself mouthing along to the words. "If they should find us, you know what to do. Open the watch. It's your choice."

Spencer was alone in the TARDIS. He gave in to frustration and stamped his foot like a toddler. "But I don't know what to do." He looked up into the vaulted ceiling. "I really am just a passenger, aren't I?" he whispered into the darkness.

The bells on the clock tower were ringing the hour as he slipped out of the barn, just as confused as when he had arrived. He'd just have to play it by ear. Spencer started walking as briskly as he dared over the uneven path back towards the school. He'd be of no use to anyone locked in detention for skipping out after curfew again.

No use at all.

* * * * *

Spencer stifled another yawn as he leaned as discretely as he could against the statuary. Hutchinson, Jenkins, and Baines were passing around a covert dog-end as they discussed their Latin homework, a subject Spencer paid no attention to at all.

Jenkins and Hutchinson were carrying the conversation. Baines, who normally had an ill-conceived thought about everything, was just standing there, staring around him like the world was some weird new toy.

It must, Spencer reflected bitterly, be like how he had looked when they had first washed up in this god-forsaken hole. He'd have accused Baines of abusing the Nyquil if it had been invented yet. Baines sniffed, a long, shuddering snort. "Fuck, keep it to yourself, Baines," Spencer snapped, grumpy from lack of sleep.

Hutchinson and Jenkins stared at Spencer, shocked and a tiny bit awed, and it took Spencer a moment to figure out why. "Sorry," he mumbled in vague apology. Fortunately, the bell rang, forestalling any further questions.

Spencer massaged his aching head. What he wouldn't give for a packet of paracetamol, an iPod, and the biggest, most over-caffeinated thing Starbucks served.

Instead, what he got was a trudge through musty corridors reeking of carbolic soap and long hours of Latin tenses and Empire propaganda.

Spencer slouched into his chair at the back of the room, ignoring with the ease of practice the glare of the Latin master. Jenkins leaned over. "Where's Baines?"

"Who cares?" Spencer shot back, piling his books into some semblance of a pillow and dropping his forehead onto his folded arms. No doubt word would get back to John Smith, and Spencer would have to suffer through another painfully earnest and unironic lecture, but right now, all Spencer wanted was sleep.

* * * * *

 

The rattling of the Gatling gun pounded in perfect counterpoint to Spencer's headache. He had figured out very early on that his reputation as a 'poor Colonial' came in handy when it came to things he really didn't want to do.

Firing the gun was one of them. It was loud and mechanical, blunt and thoughtless in the violence it promised.

Or maybe it was just that Spencer knew how it was going to be used in a couple of years. Either way, as long as he put a bit of effort into the pretence of trying, he tended to skate free of anything more than sitting in the tent or collecting spent shells.

Besides, he was big -- bigger than most of the boys here, who were still going through the growth spurts Spencer left behind when he became a fully legal adult. Others in his house weren't so lucky.

"Didn't I tell you,” Hutchinson was saying as Spencer drifted out of the tent. “The boy is useless. Permission to give Latimer a beating."

The headmaster stood with his hands behind his back. "Your class, Mr Smith."

John Smith sighed, put upon. "Permission granted." The way he said it, he didn't sound like the Doctor at all, like there were no commonalities between the two men. None.

Spencer roused himself as the class descended on Latimer like vultures. The Doctor, the real Doctor, had left a list of instructions. Spencer would follow them. Violence by proxy was still violence. He'd learnt through hard experience that he had to let the mob get in one or two punches before intervening, otherwise it only made it harder for the small boy.

Spencer wasn't sure what was worse: the stoic silence during, or the tiny whimpers later, when Latimer thought he was alone.

They passed Matron as they carried Latimer along to his punishment. She looked as sick as Spencer felt, and for one brief moment, they shared a look of perfect understanding. Then she was gone, and all Spencer could hear was the pounding of their feet through the corridor as they stampeded up the stairs.

Spencer breathed deep and pushed further into the fray to carry out his duty.

* * * * *

The rough sheets twisted in Spencer's grip as Jenkins repeated the story he had received fourth-hand from someone in the village. "And then? Smith threw the ball, and it knocked over some pipes, stopping the woman just before she walked under the falling piano."

Hutchinson rolled his eyes. "Don't be daft, Jenkins. We all know the Smiths. One is daft and the other is foreign." Spencer smiled with his mouth only as the other boys laughed weakly at Jenkins' joke. "Come on, we need this dratted translation done for the morning."

Spencer rolled over onto his side as the sounds of Tacitus filled the room. Through the story, just for a second, the Doctor had peeked out from beneath John Smith. What else was lurking in John Smith’s subconscious?

Was he waiting for the watch to be opened? Was that it? Spencer couldn't shake the nagging feeling he had about it, about the danger that was hanging over them, but he had no _proof_. Release the Doctor too soon, and they might have to start all over again.

"And where the devil is Baines?” Jenkins asked over the top of his book. “Did he go out looking for more beer?"

Baines. Suddenly, all the half-thoughts and suppositions coalesced in his mind. He still had no proof, but it didn't matter. He _knew_ that something was wrong, and Baines was a part of the puzzle, had been ever since...

...ever since that night Spencer had left him in that field. A crashed meteor. Strange events. A Time Lord in hiding.

"Fuck me," Spencer breathed, his eyes snapping open to stare blindly at Latimer's empty bed.

"What was that, Smith?"

"I..." he reached out, grabbing his coat, looking around for his shoes. "I'll go look for him, shall I?"

Hutchinson turned away. "Like you need an excuse to go wandering. Just don't get us in trouble, and if he has found beer, send him back directly."

Spencer was already out the door. He had to get to the watch.

He pounded down the stairs, pulling his coat over his shoulders. "Doctor...I mean, Mr Smith?" he yelled as he banged through the door labelled _J. Smith_. "I've..." Spencer skidded to a halt, wide-eyed, as the Matron looked away like a blushing teenager caught necking on the sofa with her boyfriend.

"Spencer, please!" John growled.

Spencer stared for a moment. He blinked, and then he was outside the door with no memory of leaving. "That...shit,” he cursed under his breath as he rubbed his eyes. “That's not on the care list." He turned and headed for the entry hall. He needed to get to the TARDIS, to check, to be sure.

He didn't admit, even to himself, that he just wanted to feel safe for a little while.

* * * * *  
 __  
Don't let me hurt anyone...don't let me abandon you...  
  
Spencer slammed the flat of his palm against the edge of the console. His fingers looked ghost-pale in the green half-light of the TARDIS. "Even as a human, I couldn't stop you doing whatever you damn well please." He wound the tape on, searching desperately for clues that weren't there.  
 __  
Thankyou.  
  
Spencer bit his lip at stared at the central column until his eyes stopped prickling. "Everyone's going to get hurt, and..." He licked his lips and forced himself to think logically, coolly, calmly.

John Smith was accompanying the Matron to the village dance later this evening, the school was abuzz with the news. He needed John Smith back in his study -- the TARDIS would have been better, but there was no story on Earth he could concoct that John would believe, especially now that he had a lady to attend. His study, then, where the watch lay dormant on the mantel. Then wham-bam, the Doctor's back and off they all go into the metaphoric sunset.

The Matron would be hurt, but better quickly now than slower later. He couldn't prevent her getting hurt, but he could minimize the harm. "Sorry," he told the image frozen on the screen. "But I’m doing the best that I can. Sorry."

Spencer gathered up his coat, tossed down next to the Doctor's. On a whim, he went through the Doctor’s pockets, found the psychic paper and the sonic screwdriver. If he was going to have to play understudy until the Doctor returned, he was going in prepared.

Spencer pulled the door close behind him with a snick of the lock. Already, evening was closing in.

Time to dance.

* * * * *

The village lay in the other direction, beyond the school. The dark stones loomed in the growing dusk. Spencer hesitated in the shadow of a tree just before the gap in the fence through which, it seemed, half the student body snuck in and out, and watched as Baines lifted a little girl over the fence. His sister? But Baines was a boarder, like most of the boys, and besides, he had seen that dress in the village, the girl skipping along besides her mother.

The girl skipped off now, towards the village, and Baines watched her go. "Mr Smith,” Baines said without turning around. “Out for an evening stroll?”

Something in the cadences of his voice set Spencer on edge. "Uhh, yeah. Yes."

"Come along, inside then, before Bursar checks."

Bed checks. Fuck. But he could always sneak out later: in fact, later might be better. Fewer prying eyes.

"Where do you go, Mr Smith?"

"Huh?" Baines monotone snapped him out of his scheming. "Sorry, what did you say?"

"You go walking, always walking. To the West." Baines turned ponderously in that direction for a moment before turning back. "Why?"

"Just...to think." Spencer answered vaguely, already running through lists and plans.

"About what?" Baines asked, almost solicitously.

Could Baines actually be involved? Or was he just honestly curious? "My cousin and the Matron," he explained quickly, choosing his words with care. "He's...his contract runs out soon, and then we'll be leaving, and she'll be heartbroken."

"You are leaving?" he asked in that same quick, strange cadence.

"Yeah."

Baines leaned in, sniffing slightly. "Where will you go?"

Spencer grinned at the possibilities as he eased open the door. "Anywhere we want,” he said honestly. “We'll be free to travel. I can't say where."

"Please tell me. Tell me." Baines pressed, his face almost lost in the shadows of the darkened hall. The nervous, butterfly feeling in Spencer's stomach suddenly erupted.

"Oh," Spencer said carefully, mind racing. If he was going to open the watch, he needed to know for sure what was going on with Baines. "I think we might first go to Oz, pay a visit to the Emerald City. We know so many people there."

"Really," Baines said in that same fast, pressed tone. "Fascinating. Tell me more."

"I will," Spencer said, gesturing to the door that led to their dorms. "Upstairs, where everyone can hear, hey? Just need to wash up before bed. Be right back."

He could feel Baines eyes on him as he headed towards the door to the washrooms. Fortunately, the door was tucked discreetly around a corner. Spencer ducked around, lengthening his stride into a run as he bolted past that door and slipped through the servant’s entrance. He heard Baines through the door, panting as he ran past, trying to track Spencer.

Then he stopped.

Spencer swallowed a curse and bolted up the servant’s stairs, ignoring the startled exclamation of the butler.

He needed the Doctor. Now.

* * * * *

Spencer slammed through the door, barely registering as the Matron and John leapt apart. "Spencer, this is getting ridi-"

Spencer cut him off. "They've found us," he gasped. He'd run up and down stairs, across courtyards, even through the cellars that linked the buildings, trying to make sure he wasn't followed here. "They've found us, and they...they're not just bloodhounds, they're fucking bodysnatchers." The Matron made a weak little noise, but she wasn't important now. "They've got Baines, and at least one other person, a kid from the village I think. You told me to make the call, and I'm making it. Open the watch."

John stared at him blankly. "What?"

"Open the god-damned watch!" Spencer snapped, once again ignoring the Matron's protests. He turned and rifled through the papers and letters on the mantel. "Where is it?" He rubbed his temples. "Please don't tell me you, John Smith, absentminded professor, have lost the _watch_?"

"What watch?" John demanded, obviously baffled.

"Silver. Fob. What looks like a star chart etched onto the lid. Contains the consciousness of the _Last Fucking Lord of Time_!" He pulled himself back from shouting with effort. "We need the watch," he enunciated savagely. "Where is the watch? John!"

John just stared at him, wide-eyed and slack-jawed.

Spencer shook his head. "Right. You can mock me for this later, but right now, I need to snap you out of it." He wound up and slapped the Doctor across the face, as hard as he could. Spencer watched closely as John rocked on his feet. Nothing. Time for Plan B. "Right, come on. TARDIS, now."

John blinked slowly, but reacted automatically when Spencer tried to tow him out of the room. He wrestled free of Spencer’s grip. "No, Spencer! What the devil has gotten into you? If your father, may he rest in peace, could see you..." John shook himself down and straightened his cuffs, pulling himself together with an obvious effort. "Spencer, you will return to your room at once. And tomorrow, before breakfast, you will come and see me and we shall discuss your behaviour and your future. I promised I would take care of you, and if that means enrolling you in a more strictly disciplined school, so be it." As he spoke, he moved forward. Spencer made another grab, and was firmly pushed back. "Return to your room or I will have the porters escort you." Faces were peering out of other rooms, now, and one of the butlers was approaching. He was the one Spencer had upset on the stairs.

Time for the tactical retreat. "Yes, sir. Good evening sir, Matron."

With that, the door was slammed in his face. Spencer turned and smiled broadly at the butler and let him lead him back down the stairs to the main floor. It was then just a matter of an easy burst of speed to lose his chaperone and disappear into the night through the open courtyard.

There would be hell to pay in the morning, but in the morning, Spencer Smith, enrolled pupil, would no longer exist.

He hung back in the shadows and watched as John and the Matron appeared, deep in conversation as they strolled down the village lane. He then turned and slipped back into the school, keeping a keen eye out for staff as he headed back to John Smith's room.

He needed that watch. He wasn't the only one.

Spencer hung off the banister, keeping low, as he eyed the open door. John wouldn't have left it open -- unlocked, yes, but not open. Inside he could hear voices. A female one he didn't recognize, and the thing that looked like Baines.

They were onto John. And Spencer had no watch, and no Doctor. All he had was his own wits and the contents of his pockets.

For the third time that evening, Spencer slipped out of school, and ran down the hill to the village.

* * * * *

The Matron's shoulders slumped as Spencer slipped inside the hall and sat down across the table from her. Spencer's height had afforded him a view of the back of the Doctor's head, busy ordering refreshments at the other end of the hall. They had a few moments to talk.

"Oh, Spencer, please,” the Matron said tiredly. “Not here."

Spencer just smiled at her. "I just wanted to apologize."

"Apology accepted. Now please go." She made shoo-ing gestures with her hands.

"Not for that. For what I'm about to do. You see," he said with a small smile. "As horrible as it sounds, you really don't matter. You're just...collateral damage, scooped up by accident as we passed through. Tomorrow, all this'll just be a faded, fond memory to him." Spencer leaned forward, dropped his voice lower. "But you're nice, and he likes you, and despite the lectures on decorum, I like you. Any other place, any other time, any other _man_ , and I would have wished you well. But he's different. And this,” he said, waving his hand vaguely from John to her and back again. “Can't be. And for _that_ , I am truly sorry."

The Matron looked away, composing herself, and Spencer knew, on some level, she understood.

"Oh Spencer, really..." Spencer rose to his feet as John deposited his drinks and turned to face him. "You--"

Spencer didn't let him even start. He reached into the inner pocket of his jacket and produced his first salvo. "Name this."

John's eyes tracked the sonic screwdriver as Spencer waved it before him. "I...I..."

"John,” Matron asked, stiff and composed in her seat. “What is that silly thing?"

John reached out slowly and took the device from Spencer's hand. He rolled it between his fingers, lost in a confusion of flickering half-memories.

"Your dreams?” Spencer said calmly. “They're not dreams. They're real. And the man in your dreams? He's you. You are the Doctor. You use that, and you travel through space and time, and you help people. And right now I need you to come back so you can help us."

John just stared at the sonic screwdriver.

His reverie was shattered by a bellowing voice. "THERE WILL BE SILENCE!"

Spencer glanced at the crowd pushing in through the doors. Turning back, he snatched the sonic from John’s unresisting fingers. “Forget everything I just told you, okay?” he ordered. “It wasn’t real.”

“SILENCE!”

Spencer moved closer to John, saw out of the corner of his eye the Matron do the same. The crowd pressed in around them as the fat guy levelled a weapon and disintegrated one of the villagers. Spencer winced – sudden, violent deaths would never get any easier to witness. From John's choked gasp, Spencer knew that the death had struck John differently than it would the Doctor, with his cool detached compassion.

Spencer felt the weight of the situation settle on his shoulders. They had been discovered, they'd lost the watch, they were caught -- and it was all his fault.

Around them, the party guests streamed for the relative safety of the back of the hall. As Baines bellowed for silence once more, Spencer adopted his best dutiful pupil expression and tried to look unremarkable, unnoticeable, unimportant.

"Now," Baines purred. "We have a few questions for Mr Smith."

Spencer's heart skipped a beat, but he hoped he kept his shock off his face.

"Even better." The little girl slipped through the crowd to tug on Baines’ hand. Spencer hadn't even noticed she was there. "The teacher? He's the Doctor."

Spencer ground his teeth together, running through his dwindling options as alien-Baines put the pieces together. "A human!" He chortled. "With a human brain, simple, thick and dull."

Spencer sighed, running out of patience, options, time. Aliens and their insults. He took a slow step backwards, and nobody noticed. Catching the Matron's eye, he saw her nod almost imperceptibly, and together they took another step, drawing John back with them.

"He's no good to us like this," one of the other aliens muttered.

"Easily fixed." Baines stepped forward and produced a weapon. He pointed it unwaveringly at John. "Change back. CHANGE BACK!"

John spluttered. "Baines! I honestly do not know what you are talking about!"

A meaty arm wrapped itself around Spencer's throat and pulled him off balance as a gun was jammed up against the side of his head. "He's your family, isn't he? Your own? Doesn't this scare you enough to _change back_?"

John's eyes were wild with panic. "I don't know what you mean!"

"Wait," Baines snapped. "Smith told me about the teacher and the Matron. That woman, there."

"Then let's have you!" The alien wearing Mr Clarke's face reached over and hauled the Matron away from John's side, holding his own weapon up to her face.

"Have you enjoyed it, Doctor?" Baines purred as he looked around at his hostages. "Being human? Has it made you better, richer, wiser? Then let's see you answer this: who do you kill? Cousin or lover? Your past or your future? Your choice!"


	13. The Family of Blood

**Summary for the Chapter:**

> Spencer lifted his head. "Scared, armed, nothing to lose, and holding a hostage. Sounds like a great combination, doesn't it?"

Spencer sighed and forced himself to relax as the alien held her weapon unwaveringly at the side of his head.

"Perhaps," Baines continued in that silky-smooth voice. "If that human heart breaks, the Time Lord will emerge?" Behind him, Spencer felt a pang of sympathy as he watched the Matron close her eyes and breathe deeply, obviously steeling herself for the worst.

He was still looking past Baines when he felt the maid jerk, saw the other aliens snap their heads up as if picking up a scent. Spencer threw himself backwards, using his weight and height to his advantage as he hauled the maid around, wrenching the gun out of her hand in one motion.

The tip wavered slightly as he held it to her head, a reverse of their previous position. "Right!" Spencer started strongly. "Let them go!" As dialogue, it was kinda cliché, but Spencer was feeling the adrenaline pumping, and he was playing this script out on improvisation and guts.

"Careful, son of mine," the alien in the old man's body muttered. "We are here so that you may live forever."

Baines seemed almost not to hear. He levelled his own weapon at Spencer's face. "Shoot you down," he thundered.

"Try it. Who do you think will die first?" Spencer spat back.

"Would you really pull the trigger," Baines continued, returning to his low, even purr. "You look scared."

Spencer lifted his head. "Scared, armed, nothing to lose, and holding a hostage. Sounds like a great combination, doesn't it?"

Baines' eyes flicked over to John Smith, but Spencer didn't dare take his eyes off Baines. The tableau hung in silence for a moment, then painfully slowly, Baines lowered his weapon.

Spencer didn't.

Behind Baines, the older man released the Matron, who moved with swift dignity over to where John Smith was standing. "Mr Smith," Spencer began -- and how odd it felt to be giving the orders with him in the room -- "Get everybody out. There's a side door. Go on..." There was silence. "Do it!” Spencer yelled. “NOW!"

The Matron was the one who responded. "Do what he says, everyone out, now." Behind him, he heard footsteps, movement, the low murmur of voices. "Don't argue, Mr Jackson, they're madmen, that's all we need to know." Spencer sent up a silent prayer of thanks for her cool head as he kept his weapon trained on Baines.

What he was going to do when it was just them? Three weapons, three killers, against him? Spencer kept his own weapon level and tried not to blink.

"Go on, back to school," John was saying behind him.

"You too," Spencer commanded. John Smith was no use to him here.

"Spencer, I can't leave..."

He cut John off sternly. "Mr Smith, you should escort your guest to safety." He swallowed. "Women and children first."

The moment hung in the air, then Spencer could hear footsteps on the wooden floor. They pounded across the flagstone threshold and were gone.

Baines' eyes narrowed.

In his arms, the maid twisted, and Spencer let her go, pushing her so that she stumbled into the others. Taking a two-hand grip on the weapon, Spencer began backing up.

"So much spirit, this one,” Baines purred, that same low tone. “Who is really in charge, I wonder?"

Spencer ignored that. "Where's Baines? The real Baines?"

"I consumed him.” Baines smiled seductively. “A delicious morsel. His face is mine now."

Spencer licked his lips. "So you killed him." Baines, who had the bunk by the window, who liked maths and hated Latin. Who acted tough but wrote to his mother every Sunday after services without fail. Gone.

The alien inside smiled, a slow, twisted expression that sickened Spencer. He took another step back, and something tried to clamp around his mouth. Spencer dove away on instinct as someone yelled "Get the gun!"

Ducking under a sack-cloth arm, Spencer didn't stop to investigate this new threat. He bolted towards the still-open door and thudded down the stone steps.

Outside -- oh, he couldn't believe it -- were the Matron and John, just talking! "Don't just stand there, fucking MOVE!! God, you suck at human!" Not waiting for them to reply, Spencer bolted up the path towards the school.

The heavy oak doors of the school yard were slightly ajar, just as Spencer had left them at the start of the night. Glancing over his shoulder just long enough to ensure Matron was still with them, Spencer let John Smith lead them into the darkened carriage yard.

Together, they closed and bolted the door behind them.

Inside the entranceway, John dashed over to the hall table and snatched up the small brass bell. Ringing it loudly, he began to pace the corridor.

"John?" Spencer asked over the noise.

"Maybe one man can't fight them, but this school teaches us to stand together,” John snapped, his earlier uncertainty gone. “Take arms!" He bellowed into the sleeping house. “Take arms!”

Spencer wanted to argue. It felt wrong to drag others into this fight, this threat _they_ had brought here.

But John, damn him, was right. They could do little alone, here. Not without the watch.

Spencer looked helplessly at the Matron, who stared back looking just as lost. She drifted over to Spencer, and took his arm, as around them the school erupted into a frenzy of activity.

"Matron," Spencer said as she pulled him to one side as a trio of young boys ran past. "The watch is the key. I know this is crazy, and I know you're scared. But things will get a lot worse unless we find that watch."

"Spencer," she replied, her voice pitched low. "I can't help you." She looked down for a moment, and when she looked up, Spencer could see steel and grit. "But if they're going to fight, I can help them. They're my boys, and by god I'll help them." She squeezed his arm, once, then disentangled herself and dashed off through the crowds towards her Infirmary.

Spencer turned away from her towards the gun room, where the last few boys were streaming in. Already, he could hear the metallic clang and chink of weapons being readied.

They honestly thought they could defend the school with guns and brawn. What they needed was brains and strategy. And the watch. Turning away from the gun room, Spencer started up the stairs towards the teacher's quarters.

If there was a weapon that could help, it would be there.

* * * * *

The room had been ransacked, shelves tipped onto the floor, furniture ruined. The Family had been here.

Spencer's heart sank. They must not have found the watch, otherwise they would have opened it. Spencer's only hope was that it was here, and the Perception Filter had prevented the Family from seeing it.

Because if it wasn't here, Spencer wasn't sure where else to look.

Rifling through the scattered papers on the desk, he jolted and jumped back as someone cleared their throat. It was the Matron, still in her fine dress. "Spencer," she said softly. "Tell me everything. No matter how...mad. I need to know. Tell me the truth, please."

It was the please that got Spencer. Besides, she was caught up in it now; the least she deserved was the whole sordid tale. And maybe, knowing the truth, she might help him find the watch.

Returning to his searching, not looking at her but feeling her stare, he began to speak. "The man you know as John Smith? He's a creation, a story, like the ones in that book. He is really a man called the Doctor. He's an alien, and he goes everywhere. Anyway, we were travelling and we encountered this group, these hunters, who call themselves the Family of Blood." Spencer snorted. "Pretentious, I know. But they caught his scent. So to hide from them, he put himself inside what looks like a fob watch, but isn’t. And now we need him, not the fiction. We need that watch."

He heard the Matron sigh. "By alien, I take it you do not mean he's from abroad."

Spencer laid his palms flat against the table, and leaned into them until they took his weight. He sighed. "John Smith, the human? Is the lie. The Doctor, who was born on another world and travels the galaxy? He's the truth."

"And you are his cousin?" Spencer could hear the unasked question.

"The fictitious John Smith's fictitious cousin," Spencer said wryly. "I'm...” he paused and made a face as he searched for the right words. “Call me his travelling companion."

"Companion?" There was a note of challenge in her voice.

Spencer smiled broadly. "I follow him into trouble, and then help him get out of it. And before you ask, I'm as human as you are."

"Into trouble, you say? Well, this is trouble. How do you intend to get him -- to get us -- out of it?"

Spencer sighed tiredly. "I need the watch. Otherwise, they're just going to swat this school like a pesky fly."

The Matron nodded. "Well, as you are no doubt aware, the boys are being geared to fight. You can pursue your...treasure hunt," she snarled. "But I have more _practical_ assistance to offer."

Spencer nodded, feeling his heart sink. "Good luck."

The Matron met his eye, and behind her resolve Spencer could see pure terror. "And you."

Then she was gone.

* * * * *

Spencer froze when the guns started firing, the recoil echoing off the stones. A scream of frustration tore out of him as he raced back down the stairs, towards the noise.

Matron was there, in her pinafore and apron now, peering out of the window that overlooked the courtyard. "Spencer," she cried, grabbing hold of his arm as he made to run past her. "Wait, you can't go out, you'll be hit."

The angry clatter of reload forced its way into his consciousness, and he realized he was pulling to get away. With a murmured apology, he let her guide him up to the high window.

Through the cut glass, Spencer could only make out vague shapes, the dark, crouched form of the boys, the lumbering golden red tones of the alien soldiers.

"Did -- did you find the watch?" she stuttered out quietly.

Spencer couldn't tear his eyes off the scene outside. "No. But I'm fairly sure they don't have it yet. Could one of the maids have taken it?"

"Possibly -- oh." She craned her head, trying to get a closer look, as the bellowed shout of 'Cease Fire!' was heard through the walls.

Spencer dropped down the steps and rushed outside to stand beside John Smith. The man looked shell shocked, and Spencer was reminded of the blank horror he had caught only glimpses of as the Doctor spoke of the Time War.

The headmaster was scurrying towards the sand barricades, looking back. Spencer moved a step closer to the line as a tiny figure in a pink dress stepped out of the shadows.

"It's the Cartwright girl, isn't it? Come here."

Spencer gasped. "Her! Sir! Headmaster, get back, she's one of them!"

The headmaster paused, halfway between the barricades and the child. "Mr Smith, things may be done differently in the Americas, but here we stand with our comrades and _do not_ challenge the chain of command!"

"She's not a child," Spencer insisted. "Tell him!" He glared at John, who gaped. Spencer made a low, angry sound in his throat as he span on the spot. "Matron, tell him!"

Matron lifted her chin. "I think, sir, it would be wise to stand back."

The sound of her voice seemed to rouse John. "I think...I think she was with Baines in the village."

The headmaster glared at the three of them. "I have seen many strange sights this night, but there is nothing on God's earth that will have me leave a child in the field of battle, sir!" He turned back around. "Come with me, child, take my hand."

The girl reached into the folds of her coat. The weapon she drew and fired seemed overlarge, almost comical, in her hand.

The headmaster barely had time to scream before he disintegrated.

* * * * *

Spencer was the last man out of the courtyard, and he saw the straw men streaming over the sand barricades as he pulled the door closed. Further inside the house, he could hear the thunder of footsteps as the boys scattered, military discipline gone, leaving only scared children.

"Spencer!" He lifted his head, zeroed in on John waving to him over the stream of small bodies. Herding as he went, Spencer helped John usher the students through the house and out the kitchen entrance. Matron was shouting instructions as they flowed past her

Then there were only the three of them left. "Spencer, take the Matron to safety, I need to find..."

Matron cut him off. "Not until the boys are safe." Spencer nodded once, firmly, brooking no argument.

"Sir!" Hutchinson raced into the kitchen, leading a small group of younger boys. "Baines, he's gone mad and led the others upstairs. They're looking for a watch."

Spencer flicked a look over at the Matron, saw her eyes widen in response.

"Very good,” John said briskly. “Now get to safety!" They didn't need to be told twice, fleeing into the cold night. "You two, go with them. If there are any more boys," John added as he strode across the kitchen to the far door. "I'll find them."

Yanking open the door, he almost fell backwards as a posse of scarecrows leaned through the open portal, eyes wide and sightless. Kicking the door closed, he fumbled and turned the lock. "I think -- retreat!"

Spencer grabbed the Matron's hand and led the way into the night.

* * * * *

"DOOOCCCCTTTTTOOOORRRRRRRRRR!" The low bellow carried through the sheltering trees. "DDDOOOOOCCCCTTTOOOOORRR!"

Spencer moved slowly as the shouts continued, gently slipping around John so that he and the Matron flanked either side.

"TIME TO END THIS! COME TO THE FAMILY!"

Spencer ignored them, focused on the wide-eyed shock etched across John's face. "Do you remember it?"

Over the wall, the family stood arranged around the TARDIS like an obscene family portrait.

John continued to stare. "I've never seen it before in my life."

When he finally looked over, Spencer held his gaze. "Liar," he said flatly.

John's eyes widened as he looked to the Matron. "I'm sorry, John," Matron said apologetically from his other side. "But you wrote about it. The blue box."

John's face started to crack. "But I'm John Smith. _John Smith_. Why can't I be him, with his life, and his job, and his love?"

Spencer licked his lips as he looked away, feeling like a sudden intruder.

"Why can't I stay?" John pleaded.

Spencer steeled himself. "Because we need the Doctor." Spencer tried, but he couldn't look John in the eye.

"What am I, then?” John spat. “Just a story?"

Spencer lifted his eyes the last half-inch and held on. "Yes."

John sprang to his feet and moved deeper into the trees. Helping the Matron stand, Spencer trailed the story into the forest.

* * * * *

Spencer followed without comment as Matron led them down a narrow pebbled path to a small cottage, so like every other one that surrounded the hub of the village. "Here we are," she panted as she drew to a halt in front of it. "It should be empty."

"Empty?” Spencer asked, looking at the blank windows. “Are you sure?"

"As anyone can be of anything, tonight." Spencer shrugged and followed her as she led the way more slowly to the front door. Spencer glanced back quickly to check John was still with them, but did not say a word to the man.

Matron pushed open the door quickly, decisively. "Hello," she called out, but Spencer knew she'd get no reply. The place had that hollow, empty feeling.

"Who lives here?" He glanced at the table, laid for supper. "Where have they gone?"

Matron paused, then answered stiffly. "The Cartwright family. That little girl at the school, she's Lucy Cartwright, or taken Lucy Cartwright's form..." Matron inhaled sharply, and Spencer felt a pang of sympathy for this woman, so far out of her depth. "She would have come home this afternoon, and if her parents tried to stop their little girl, well..." The hollow emptiness took on a note of creepiness. "...they were vanished." She reached over and wrapped her hand around the teapot on the table. "Stone cold."

Slowly, John took the seat at the head of the table, and even more slowly, they all sat down.

"I must go to them," John said thickly. "Before anyone else dies."

"You can't," Spencer and Matron said in unison.

"Spencer," the Matron added. "There must be something we can do?"

Spencer folded his arms on the table and flopped forward. "Not without the watch," he said, his voice muffled by his arms.

Spencer sat up straight again when John leaned forward hard enough to jolt the table. "You're this Doctor's Companion, can't you help. What exactly do you do for him?"

Spencer set his jaw. "I _help_ him. To help, I need _him_!" He rose to his feet as his voice lifted to a shout.

The moment hung in the air, stunned stillness, broken by a tap-tap-tap at the door. All three turned to stare. Spencer moved towards the door.

"What if it's them?" Matron whispered.

Spencer laid his hand on the latch. "I don't think they'd knock."

* * * * *

"Hold it." Spencer stood, his hands resting on Latimer's shoulders, as the smaller boy held out his hand. The watch was nestled in his palm. Under his own hands, Spencer could feel Latimer trembling.

"I won't," John said, seemingly unable to tear his eyes off the small metal device.

"You have to," Spencer said firmly, with quiet authority.

"It wants to be held, it told me to find you," Latimer added.

"You've had this watch all this time. Why didn't you return it?" At the table, Matron sat serenely, hands folded in front of her.

"Because it was waiting,” Latimer told her. “And...” he added quietly. “Because I was so scared."

Spencer swallowed as John asked softly "of what?"

"Of the Doctor."

"Why?" The Matron's voice was barely a whisper as the feel of the room grew closer, more intimate. A secret shared between the four of them.

"I've seen him,” Latimer said with quiet conviction. “He's like fire and ice, and rage. He's like the night, and the storm, and the heart of the sun. He's ancient and forever, he burns at the centre of time and he can see the turn of the universe."

"Stop it," John whispered, growing louder as he repeated it over and over. "Stop it, stop it I say."

Latimer didn't. "And, he's wonderful."

John's head snapped up, eyes wide, and he stared at Spencer.

Spencer continued to smile as he gave a slight, gentle nod of approval. John said nothing as his gaze dropped down to the watch.

Lost for words, Spencer looked to Matron. "I've still got this, the journal," she offered, producing it from her apron. She moved the leather-bound volume between her hands as she spoke.

John's posture was rigid. "Those are just stories."

Spencer felt his smile falter and die.

"Now, we know that's not true.” The Matron’s voice was gently persistent. “Perhaps there's something in here..."

The four of them dove to the floor as an explosion outside turned night into day.

* * * * *

Spencer hung back with Latimer as John and the Matron crowded into the narrow window casement. Over their heads, Spencer could see the flashes of explosions.

"They're destroying the village," the Matron whimpered.

John pushed back from the window with a determination borne of terror. "The watch!"

The Matron made a noise of protest as John snatched up the watch and cradled it in his overlapped hands.

"Why did he speak to me?" Latimer asked as John stared at it

"Aww, low level telepathic field, you were born with it. Just an exosynaptic engram causing..." Spencer balled his hands into fists, willing himself not to react as the Doctor peeked out from behind the mask. Then he gasped, and John Smith was back, small and scared and utterly human. "Is that how he talks?" He held the watch away from him, like it was a grenade about to explode.

Spencer nodded, forcing himself to relax. "All the time. Constantly. Can't shut him up." He took one careful step forward, wary of spooking John. "Open the watch, and he can come back and fix this mess."

Another explosion, closer this time, shook the house. A fine shower of dust drifted down like rain. "You knew, all this time, and you watched as Nurse Redfern and I..." John's bottom lip was quivering.

Spencer moved around the table to stand beside John, close enough to whisper. "Was there anything I could have said that would have stopped you?"

John had no answer to that.

Spencer took another step closer. "This was always going to end."

"By end, you mean die. I have to die," John spat back viciously.

Another explosion shook the house. "Yes," Spencer said flatly. They were out of time.

"Your job is to execute me."

"End you,” he corrected. “John Smith -- you are a ghost of a memory, a story. This is the dream, and the Doctor is real, and we need him to _wake up_. People are dying out there, they don't need a teacher they need a Doctor." He took another step closer. "I need --" he bit off the words and looked away.

A third explosion nearly knocked Spencer off his feet.

"They getting closer," Latimer said, peering over the windowsill.

John span away. "I don't know why I didn't think of this before." He held out the watch in front of him. "I can give them the watch. If they want the Doctor, they can have him, and I can stay as I am."

Spencer followed him with slow, steady steps. "I can't let you do that, John."

John was panicking. "Yes, yes, I can give them the watch and they can leave, and this all ends..."

"In destruction," the Matron said calmly, clearly, and without emotion. "I read to the end. Those creatures would live forever, to breed and fight, and conquer the stars." Spencer looked at her and gave a small nod of understanding.

"Timothy? Come on," Spencer held out his hand. "I...we need to step outside for a moment.” Neither the Matron nor John looked at them as they left.

* * * * *

Spencer sat side by side with Timothy, backs to the wall, and watched the shells fall on the village.

"Are you really -- do you really travel with him? With the Doctor?" Latimer asked as another explosion lit up the night.

Spencer nodded to himself. "Yes. Across space and time. The future and the past." He nudged Latimer with his shoulder. "I've met Shakespeare, and gone ice-skating under a triple moon. I've fought monsters of all kinds...." Spencer trailed off, lost in the memories.

"With him? The Doctor?"

"With the Doctor." He looked up to see Latimer staring at him.

"Why?" the younger boy asked.

Spencer smiled softly. "He's the night, and the storm, and the heart of the sun," Spencer quoted back, watching Tim blush slightly and look away. "Because he asked me, and because he needs me." He tipped his head back and closed his eyes, but he could still see the colours of the fire raging. "He's so alone, I can't even begin to imagine it. And I know I can't be with him forever, but I can tag along for a little while." He opened his eyes and looked up at the stars. "Just a little while."

"Do you miss your home?"

"Home?" Spencer blinked as another explosion etched itself against his retina, leaving him blinking. "Constantly. And when I do go home, I know I'm going to miss this." Spencer stood up, stretched his neck. "And we are going to make it out of this, Tim."

Tim pulled his knees up to his chest. "It doesn't matter. I see things, I know things. And I know there is a war coming." Spencer tried to keep his face blank, but knew at a glance that he had failed. "And that I will not survive that."

They both span to face the door as it creaked open. "Sir?" Timothy asked quietly, falling silent again as Spencer laid a hand on his shoulder.

They watched him walk up the path back to the village. Spencer moved up to the woman standing on the doorstep. Without waiting for permission, he wrapped her in a big hug, pulling her close and holding her tight. "For what it's worth," he whispered into her hair. "I would have loved having you in…in our family."

She hugged him back. "Take care of him, Spencer Smith,” the Matron whispered in his ear. “He needs someone to take care of him." Spencer nodded, ignoring the warm wetness soaking through the front of his shirt.

The Matron released him slowly, roughly rubbing her face. "Come on," she said. "We need to get back to the school."

* * * * *

The school was chaos, filled with men in different uniforms ushering small boys in swallow coats towards waiting parents or medical staff. Spencer moved through it all like a ghost, seeing it all but neither touching nor being touched by it. He was vaguely aware of Latimer behind him, but neither of them seemed to have anything to say.

It was over.

Spencer moved up the stairs, gathering his belongings that he had either brought with him off the TARDIS as part of his cover, or else acquired during his stay. He ran his fingers over his books, but ended up only taking the Latin book and his own notebook with him.

Slinging his pack over his shoulder, he turned to find Latimer watching him from his own bed. "Your parents..."

"Are dead,” Timothy said bluntly. “My uncle is in London, it will take him a while longer to arrive. I have time."

Spencer nodded, suddenly unwilling to send the boy away. "Come on, I need to find the Doctor."

The chaos of downstairs had settled slightly. Moving as if he owned the place, none of the police officers tried to stop him as he walked down past deserted classrooms and out through the kitchen door. The Doctor, brown coat and trainers, was standing in the courtyard.

Spencer stepped easily into a hug. "Welcome back," he whispered. "She's gone back to the Cartwright house," he added as he pulled away. From the dark flash of the Doctor's eyes, Spencer knew the Doctor understood who he was referring to. "Uh uh," he added with a waggle of his finger. "Don't even think about it. Go say goodbye. Trust me, it's a human thing. Say goodbye." He gave the Doctor a little shove towards the yard gates.

The Doctor nodded, walking backwards. "The TARDIS is on the heath, if you want to slip into something a little more comfortable." The Doctor's barb was muted, but Spencer mock-growled anyway. They both had a while before they would feel comfortable in their own skin again.

"The TARDIS?" Timothy asked as the Doctor disappeared from view.

Spencer just grinned and led the way.

* * * * *

He left Tim circling the outside of the TARDIS, wide-eyed. Who knew what he was seeing in her. Inside, Spencer drifted his fingers over the console as he passed by. His room was dimly lit, and Spencer stripped off the layers of school uniform.

When he emerged, he moved slowly, the feel of denim somewhat strange and unfamiliar.

Outside, it was raining as the Doctor strode up the hillside. "How was she?" Spencer asked.

"Time we were moving on."

Spencer made a face and crossed his arms. "You suck as a human, you know. Best leave it to us professionals."

The Doctor laughed. "Yes, well..." he tugged his ear as his expression softened. "Spencer? Thanks for looking after me."

Spencer stepped willingly into the Doctor's open arms. "All part of the service."

When they pulled apart, Tim was standing there. "Tim Tim Timothy," the Doctor chortled.

"I just wanted to say goodbye, and thank you,” Timothy said earnestly. “Because I've seen the future and I now know what must be done." He looked too serious for such a small, pale child. "It's coming, isn't it? The biggest war ever."

"You don't have to fight," Spencer tried, but he knew it was pointless.

Timothy must have seen it in him. "I think we both know that's not true."

"Tim," the Doctor said, stepping between them. "I'd be honoured if you'd take this." In his outstretched hand was the watch.

Tim caught it in his cupped hands and stared at it for a long moment. "I can't hear anything," he said. Spencer couldn't tell if he was pleased or disappointed.

"No, it's just a watch now,” the Doctor told him. “But keep it with you. For good luck."

The Doctor turned away, and Spencer took his cue. "Take care, okay. Future's not written in stone, trust me." He gave Tim a small hug. Then he turned and dashed inside the TARDIS.

Home.

"He knows what's coming, yet he's going to go to France anyway.” Spencer walked up the ramp after the Doctor and took his seat.

The Doctor nodded, seemingly engrossed in a readout.

Spencer stared at his shoes as he sat in his chair. "Does he die there?"

At this, the Doctor looked up. "Not if he keeps an eye on the time."

Spencer raised an eyebrow. "Cryptic, much?"

The Doctor grinned, a maniacal expression that Spencer had missed like an ache. "I know you don’t do ties, but go find a blazer or something. Something nice and respectable, anyway."

"What...?"

"Questions, questions...go on." The Doctor made shoo-ing gestures. "And don't leave my wardrobe a mess this time."

* * * * *

Spencer was smoothing his collar when he felt the TARDIS land. "Where are we?"

The Doctor's smile was secretive. "Every story needs a proper ending. Come on." Taking Spencer's hand, he led the way down the ramp. Outside, it was overcast, and Spencer could hear traffic. They walked around a corner, past a row of parked cars.

"Poppy, sir?"

"Two, please." Dropping Spencer's hand to take the flowers, he walked as he tried to pin it to his lapel.

"Oh here," Spencer said, taking it from him and fixing it to his jacket. "There."

Turning, he took in the scene the Doctor had brought him to. "Veteran's Day?"

The Doctor tsked. "Three months of the finest British schooling, and you still sound like a damned colonial." Spencer grinned at the insult before schooling his features to something more appropriate to the occasion. "It’s Remembrance Day." He leaned closer and nodded to a grey-haired man in a wheelchair. "Looks like Tim kept the watch."

Spencer watched the old man, surrounded by family, and smiled. Moving closer, he slipped his fingers between the Doctor’s and listened to the service.  



	14. Blink

**Summary for the Chapter:**

> "Spencer, why do humans always immediately do the exact thing you tell them not to?"

“DON’T…”

There was a whump, a crunch, and the dizzying sensation of falling through a hurricane backwards.

“….blink.” The Doctor rolled over and glared at him. “Spencer, why do humans always immediately do the exact thing you tell them not to?”

“Years of practice and pink elephants.” Spencer took a moment’s triumph in the Doctor’s baffled look before hauling himself up and dusting his hands on the side of his jeans. “Now, genius, where are we, what happened, and what the fuck were those things?”

The Doctor was already stalking down the dark alleyway. “I’d say London, 1960-something.”

Spencer walked more slowly towards the corner. “What? But I thought…” he trailed off as he took in the bustling street scene, miniskirts and flares, hippies and scenesters, London bobbies and black marias. “Wow, the sixties. Groovy.”

The Doctor shot him a withering look. “As to your other two questions, in reverse order, they’re called Weeping Angels. And they stole our lives.”

* * * * *

Spencer was bored, cranky, and already over 1969. His bad mood was not helped by the fact that they had wasted an entire day out in the cold, walking the streets of London.

"Doctor? DOCTOR!"

The Doctor span, startled, as if he'd forgotten Spencer was even there. Spencer spoke slowly, enunciating each word carefully to keep himself from yelling. "I am tired. My feet hurt. I am starving. We are lost, confused, and have no TARDIS..."

This the Doctor couldn't let pass. "We're not lost, I know exactly where we are..."

"Yeah," Spencer snapped back. "The wrong fucking _century_." He finally voiced the quiet little whisper of panic that had been threading through him ever since they landed in that alley. "How do we get back without her? Does she have, I don't know, an autopilot? Can she hone in on your signal? _Anything_?"

The Doctor dropped the facade. "Emergency disk. If we can get one to her, it will give her instructions on how to find us." He looked around, craning his neck to see...something. "Good thing we went backwards, not forwards."

"Yeah," Spencer drawled. "Great."

The Doctor looked at him and sighed. He took Spencer's hand, twining their fingers together before giving him a gentle tug. "Come on. Food, then bed for you. In the morning, we can find what I need."

"To make the disk."

The Doctor made an evasively affirmative noise that Spencer was too tired to call him on. "And to make a...a... _thing_ ," he added, lips curling at the vague term. "To help stop the Angels."

"Who are in another century," Spencer felt obliged to point out.

"Who are in another century," The Doctor agreed gently as they pushed through a door. Distantly, a chime rang, a light, pleasant sound.

Spencer was vaguely aware of a transaction, a room key, stairs beneath his weary feet. Then he was perched on the edge of something soft -- a bed, he realized dopily. He toed off his shoes on autopilot, for once not even caring about the laces. With a weary sigh, he flopped backwards and made a face at the lumpen mattress.

"Come on," the Doctor chivvied him under the covers.

Spencer bunched up the pillows and pummelled them into submission. "I wish we were home," he muttered as he tried to get comfortable.

The Doctor's voice was inscrutable. "We need to stay in London, to track the TARDIS and the Angels. But when this is right, we'll visit Vegas, 1969."

Spencer made an irritated noise. "My blue room," he corrected the Doctor with a little swat of his hand. "The pillows are just right there."

The Doctor laughed suddenly, quietly, as he caught Spencer's hand and tucked it under the edge of the covers. "Go to sleep, Spencer Smith." The mattress shifted as he rose, his back a dark shadow as he moved into the little alcove of a sitting room set into the far wall.

Spencer settled himself as best he could, but despite his bone deep exhaustion, sleep wouldn't come. ‘So tired I'm wired,’ he thought to himself. In his minds eye, memories flickered past, almost too quick to see: Las Vegas, Chicago, innumerable and unknown towns and cities. His family home, his new living room, their first practice space.

His room in the TARDIS. Why had he thought of there first?

Unsettled and feeling strangely upset, Spencer buried his face in the pillow and told himself the stinging behind his eyes was just the musty scent.

Eventually, he drifted off into an uneasy sleep.

* * * * *

The first few days rolled into each other, a blur of noise and smells, an unspoken awareness of the Doctor's frustration, fear devolving into a kind of mute resignation.

They were stuck in 1969 for who knew how long. Spencer raised the obvious question over a cheap meal of fish and chips.

"So we need to stay in London, and you need to build both the retrieval disk _and_ your little Angel detector, right?" The Doctor nodded slowly, his attention only half on Spencer. "And given we're kind of pre-dating ATMs, short of a bank heist, we can't just wave the sonic for some quick cash. To buy things,” he elaborated, annoyed at the Doctor’s lack of attention. “Like this meal. Or parts for your toy."

That got the Doctor's attention. "Meaning...?"

Spencer wrapped his fingers around the edge of the pint glass. Stuck in England, _again_ , but at least this time he wasn't playing a minor. How was that for looking on the bright side? "Meaning it's time we dealt with a few practicalities. I was thinking, maybe I could do some session drumming, pick up some cash. We could stay at that crap hotel, but it might be cheaper to get a little place somewhere -- definitely more private." He didn't mention collateral damage. He hoped he wouldn't need to, this time around. "What about you?"

The Doctor speared a chip with more force than strictly necessary. "Me? For a start, I can stop you running the risk of ripping a great big hole in the fabric of reality."

"What!" Spencer protested, but his mouth was full and it came out more like "MWHA?"

"That's disgusting," the Doctor said mildly. "And remember what I told you last time: no getting involved in historical events. I know you..." the chip was waggled at his face. "Your full mouth says session drummer, your eyes say 'filling in for Ringo Starr.' No...just -- no."

Spencer wiped the grease off his fingers as he sat back in open challenge. "Okay then, genius. What do you suggest?"

The Doctor leaned over and reached into the pockets of his coat that was slung limply over the back of the chair next to him. "Well, you can start with this." The tossed newspaper landed with a rustling of paper into Spencer’s lap. "Might find something in the classifieds." Turning side-on in his chair, the Doctor shook out another folded sheaf of typed pages.

"And what are you doing while I'm reading the minion and slave listings?"

The Doctor quirked him a quick grin. "Learning my lines."

* * * * *

Spencer trudged down the narrow alley between teetering high stacks of boxes on flimsy shelves (‘Pre-dating OSHA here,’ he reminded himself), tearing off his stupid white lab coat as soon as he had the room to move.

Lab coat? Here? Seriously, what the fuck? They sold shoes, not plutonium.

Spencer switched over into his own coat and snatched his card out of its slot. The antique clocking machine whirred and thunked, reminding Spencer as it always did of something he once saw in the Flintstones when he was a little kid.

Outside, the wind was cold, blowing up little flurries of almost-snow, slicing into every seam of his jacket, making his teeth chatter. Winter was coming, the last winter of the sixties.

Spencer _really_ hoped he wouldn't be seeing the first of 1970.

He punched his fists into his pockets and trudged back to the apartment -- or flat, as they called it here. Whatever. He couldn't call it home; it smelt, there was a suspicious stain down one wall, and the water came out of the tap a light brown. The tiny tv in the corner was black and white, but it didn't matter because all it received was static.

He sometimes caught the Doctor staring at it, lips moving like he was reading semaphore in the electronic snow. When Spencer challenged him about it, they had another one of their not-arguments.

That's what he called them. Not-arguments. Because they didn't argue, even though sometimes Spencer thought an argument might do them the world of good. Instead, they just stomped around, snarling catty statements until they ran out. They'd then lapse into silence, sharp and painful. Then they'd wake to a new day, with everything left unsaid.

It wasn't malice, it wasn't rage or upset or fury. It was boredom. Spencer could admit that as he trudged down the rain-slick streets, past grey buildings and grey houses. The train rattled by on tracks hidden by the row of houses, wheels clicking out the counterpoint.

Spencer wanted to play music. He wanted to open the door on a different place every day. He wanted the kind of not-arguments where you shout, but you don't mean it, and where you get to snuggle up and pet out an apology with feather-light touches and the ghost of kisses. Spencer wanted to run and laugh and scream and cheer.

Not one day same as the other.

The brown envelope in his pocket was scarily skinny, same as last week, and the week before that. Spencer bought the cheapest things, basic and plain, same as the last week. Spencer paid the woman in the brown smock, and got a tuppence change.

He put it in his left pocket, just to be different.

The apartment was three blocks down and three flights up from the store. Spencer counted the steps, skipping the last one to make it an odd number, just because.

The Doctor didn't look up as Spencer let himself in with the key that nestled against his chest alongside the key home. The Doctor was busy, bent over something on the coffee table, and there was the smell of ozone and melting metal in the air.

"Hi," Spencer said blankly, moving to the cupboard on autopilot to put the things away. The tuppence clicked against its brethren as he dropped it into the jar that represented their savings in this life.

There was a vague noise that could possibly be taken as a greeting, then the sound of something sparking. Spencer blindly grabbed their only pot from the cupboard, filled it with water, set it to boil. "Find a way to defeat the Angels and call the TARDIS," he asked, his voice singsong with the familiarity of the words.

"Nope, the Doctor replied absently. “Nothing for me, thanks, not hungry."

Spencer reached over and turned off the stove, then just stood there. The darkness gathered in the bare room. Spencer let his head drop forward as he leaned against the counter and counted the measure of his breathing.

They didn't argue. He was too tired to start now.

* * * * *

It was an even number day. Spencer leapt the last step to make sure. Shifting his bag to his other hand, he fumbled for his key.

The door flinging open dramatically tore a startled gasp out of him. "Spencer!" The Doctor boomed. Spencer could never quite get him to understand concepts like 'neighbours' and 'thin walls.' "Come on."

Spencer ducked under the Doctor’s outstretched arms and walked calmly into the kitchen area. "Come on where?" Milk, cheese. Bread in the breadbin. Tins in the cabinet over the sink.

"Out. You remember out?"

Spencer span on the spot, eyes flashing with sudden fury. "I work 8 til 6 selling shoes to 'out.' I buy our food 'out.' I make sure 'out' isn't where we are sleeping tonight. Yeah, I know out,” he snarled. “Do you?"

The Doctor...deflated. There was no other word for it. "Spencer Smith..." he began slowly.

"No!" Spencer snapped. "Do not Spencer Smith me. I am tired, sore, hungry, sick to death of smelling people's socks all day. Customers fucking suck, and I can't say fuck. I would kill for some decent Thai, I miss my drum kit, I miss..." he stuttered, unable to say it, desperately aware of the emotional tsunami that would open up. "Playing," he finished lamely. "Doing stuff." He looked up at the Doctor and took a deep breath. "If I have to do this one more day, I am going to go insane and _cause_ a major historical event. It won't be the postman they warn you about, it will be shoe store clerks."

The Doctor tilted his head. "But saying "I'll go a size six on your ass" just doesn't have the same ring as "going postal," does it."

Spencer could feel his eyes bug out. "Doctor? Did you just say 'ass'?"

The Doctor nodded slowly, his expression considering, like he was tasting a delicate wine. "You know, I think I did."

Spencer sputtered a laugh. "Holy crap, I've corrupted a Time Lord."

The Doctor took another step closer as Spencer lowered himself carefully into a rickety kitchen chair. "No, you've been supporting a Time Lord. So he could make this." What the Doctor pulled from his coat looked something like the machine Mrs McMillian used to show the films with in his junior high health class.

"The thingy machine?"

"The thingy machine," the Doctor confirmed. "And it tells me that the Angels have been active. They're sending someone else back. Tonight." The Doctor flicked a switch, and the machine began to burble. "Someone we need. Someone we can help."

Spencer took another deep breath as a familiar but almost forgotten sensation washed through him. Adrenaline, excitement. Adventure.

"Well, what are we sitting around here for?"

The Doctor laughed and caught Spencer's hand as he stood up. They slammed the door shut and together clattered loudly down the stairs, ignoring the yell of protest from the downstairs neighbour.

The air was freezing, the streets wet and empty. Spencer's shoes rubbed the blisters that had been forming all day, and his empty stomach growled, and he just didn't care.

* * * * *

The thingy machine went 'bing,' reminding Spencer of nothing so much as a microwave going off. He had a sudden, awful craving for a hot pocket. "Where?"

"This way," the Doctor called, headset glued to his ear. His shoes made wet slapping noises as he padded through puddles and led them further into the shadows of the dark alley.

The air in the alley seemed preternaturally cold, and Spencer suppressed a shiver as he popped the collar on his coat. "There," the Doctor murmured, pointing out a shape slumping against the wall. As they approached, the shaped groaned and slid bonelessly to the ground.

"Hello," the Doctor called out. "Welcome to 1969."

Spencer hung back as the Doctor rambled through an introduction that was mostly (in Spencer's professional opinion) noise to cover the silence as the new arrival reeled. He was maybe a bit older than Spencer himself, jeans, grey t-shirt. Spencer felt a sharp, sudden, pang of pity. Did he have someone back at home, wondering where he had vanished to? No message, no clues. Just... _gone_. Spencer's fingers twitched in his pocket, feeling the memory of the weight of his Sidekick, but it was powered down and locked away back in the dump they called home.

Spencer made a mental note to bring up ‘shoe store clerk’ as often as necessary to goad the Doctor into going on another shopping spree. And this time, Spencer was going to find a proper long-life battery for the device.

"...it goes 'ding' when there's stuff..." the Doctor was saying. Spencer kicked the Doctor in the ankle and glared at him, but without much heat. The guy had just been ripped through time, the last thing he needed for the Doctor's own unique brand of sarcastic irony.

"What?" The Doctor protested, feigning hurt at being interrupted.

"Play nice," Spencer scolded him before looking over at the newbie. "Don't mind him, just nod and smile and eventually he'll get to the point."

"What are you on about?” the new arrival spluttered. “Where am I?"

Spencer could tell that the nausea and disorientation were giving way to anger and fear. He could sympathize, totally. "1969," he said as gently as he could. "Truly,” he insisted. “It's 1969."

"Normally," the Doctor picked up. "I'd offer you a lift home, but somebody nicked my motor." He smacked the syllables, just like he did when he said Spencer's name. Spencer's smile at the familiar little tic faded as the Doctor continued. "So I need you to take a message to Sally Sparrow. And I'm sorry, Billy, I'm really _really_ sorry. But it's going to take you a while."

"Wh-" Spencer started to ask, but the Doctor shushed him with a look before he climbed to his feet and hauled the newbie -- Billy, apparently -- after him. "Come on, back to the flat. Spencer here will make you a smashing cup of tea -- don't be fooled by the accent, he's practically gone native -- and we'll go over some details."

Spencer followed them back up the alley, silently seething.

* * * * *

Billy Shipton was a police officer. He was born in 1986, he had two sisters, both his parents were still alive and together, and he was currently single. He had been in a garage with "a big blue police box, but not a real one, a fake one," when he had blinked and wound up in 1969.

Spencer gave him a steaming mug of sweet tea and a sad, private smile as the Doctor continued to talk and talk.

"...and that's the message. Simple, I know, but it will make sense to her, trust me. Got it? Good. Okay, let's talk about protecting the timeline." Spencer ignored the meaningful look the Doctor shot him, and instead serenely got on with the business of washing up. He knew that if he didn’t keep his hands busy, he might end up with them wrapped around the Doctor’s scrawny neck.

"You are out of your time, so there are a few things you _must_ not do, otherwise you'll cause problems in space-time and end up destroying half the universe. And that would be bad." Spencer rubbed at a stain with the brush as he began idly mouthing along. "Rule one: no getting involved in big historical events..." He stopped, and Spencer looked up to see the Doctor glaring at him in the reflection off the darkened window over the sink.

Spencer shrugged a weak apology, and the Doctor resettled himself with a huff as he continued his lecture.

They put Billy into Spencer's bed half an hour later. The one-bedroom flat was all they could afford, and Spencer had pulled rank as the working half of the partnership and claimed the single bed as his own. The Doctor slept on the couch, when he slept at all. Spencer had never caught him napping, ever. Tonight, he guessed he’d find out.

Spencer stayed in the room just long enough to find the extra blanket stuffed onto the top shelf of the cupboard. By then, Billy was already snoring. Spencer remembered that bone-deep exhaustion, and tip-toed out of the room, closing the door softly behind him.

"Out like a light," Spencer whispered as he rejoined the Doctor.

The Doctor made a small noise of approval, but didn't move from where he was bent over the timey-wimey thingy, cogs and wires already scattered across the kitchen table. The Doctor poked at the innards of the machine with his sonic screwdriver, and something went 'fzzt' and let off a thin plume of smoke.

Spencer dropped the blanket on the chair, reached over the table, and plucked the sonic from out of the Doctor's fingers. The Doctor squeaked in protest.

"How did you know Billy's name before he told you? And who is Sally Sparrow, and why is it so important that you get a message to her?" he asked with fragile calm.

The Doctor made a grab for the sonic, but Spencer stepped back out of range and glared. "She's the one who is going to send the TARDIS back to us,” the Doctor finally admitted. “She has my key, she's the only one who can."

Spencer took another step back, holding the sonic behind him, out of the Doctor’s reach. "How did she get your key? I thought the Angels stole it when they tried to steal the TARDIS. And how do you know, if she's in the future?"

"She stole it back. And I know because in our past, I met her future, and she told me."

Spencer blinked. "What happened to not tangling up timelines? Wasn't that your big rule?"

The Doctor shrugged, feigned left, and lunged right, trying to get the screwdriver. Spencer ducked and dashed around the back of the couch, putting it between him and the Doctor. The Doctor sighed and answered tightly. "We didn't tangle it, the Angels did. We're _untangling_ it. Now come on Spencer, I need that."

"No," Spencer spat. "Not until you tell me what other important little bits of information you're not sharing."

"Spencer Smith..."

Spencer made a slashing gesture with the sonic, his frustration finally boiling over. "Don't you dare 'Spencer Smith' me," he snarled, low and angry. "I'm so fucking pissed at you right now. We're trapped in the past _again_ , all we've got is each other, and you...you never fucking _talk_! Shit, I thought you'd bought the clue in New New York, but you never change and you never _say_ and...and..." Spencer leaned against the edge of the couch, shocked, as the thought he had been ruthlessly suppressing finally rose to the fore. "Oh fuck, I'm just the fucking....the fucking _maid_ to you, aren't I?" he hissed. "An extra pair of hands, a fucking _passenger_." He looked away, disgusted with himself. "Shit," he breathed.

There was a too-long moment of painful silence.

"No," the Doctor said quietly. "You never were a passenger. Nor a maid...though the outfit..." he trailed off, reading the tension in Spencer's shoulders. "I'm sorry," he said heavily. "I should have explained properly. I'm sorry," he repeated. "I can show you now, if you like."

Spencer shook his head as he turned around. "No, tomorrow. I'm tired, I think I'll just..." This time it was Spencer's turn to trail off as he remembered their guest.

"Take the couch, I need to work on the..." the Doctor waved vaguely towards the kitchen. Spencer nodded mutely and tossed the Doctor the sonic screwdriver. The Doctor retreated to the kitchen doorway as Spencer sat down on the couch and untied his shoes. "Sleep well, Spencer Smith."

Spencer sighed and rubbed his face. "Goodnight, Doctor."

The light clicked off as Spencer stretched out as best he could and stared blindly at the ceiling. From the kitchen came the low buzz of the sonic.

* * * * *

Spencer woke slowly, blinking back a groan as his neck protested the night spent on the ancient, sagging couch. Watery sunlight was streaming in through the too-thin curtains to wash across his face, and Spencer took the moment to curse his life.

"Oh good, you're up," a voice said, far too cheery for ass-o'clock in the morning. "Put these on." A pile of fabric hit Spencer full in the face.

The swearing went to eleven as Spencer struggled to untangle himself. "What the fuck?" He blinked as the Doctor swam into focus. "No, seriously. What. The. Fuck."

"Put them on. Hurry, we don't want to be late for work." The Doctor stood there in his coat, his chucks, and a pair of torn and patched overalls that didn't quite cover his ankles.

"What?" Spencer breathed, shaking out the pile. A battered t-shirt and some paint-splattered overalls. "A: My day off today. B:" He waved the overalls at the Doctor. "What the fuck?"

The Doctor sighed. "Spencer," he said, dripping patience. "I said I'd explain, and I will. But first, we need to get to work."

Spencer peeled off the shirt he had slept in and wriggled into the t-shirt. At least it was clean. " _We_ need to get to work? Tired of being the housewife?"

The Doctor ignored the crude jab. "Tell me, Spencer Smith. In your vast and diverse experience of life, have you ever painted a wall?"

An hour later, and Spencer was once again cursing the universe that Starbucks wasn't part of the 1969 Experience. "I'm under-caffeinated," he whined. "Run that by me again?" The Doctor reached into the canvas bag and handed Spencer a tartan thermos. Spencer twisted off the lid, sniffed, and made a face. Despite the Doctor's cruel insistence on stranding them in England time and time again, he doubted he would ever truly come to accept tea as his morning saviour. He re-secured the lid and put the thermos on the bench seat between them. "Explain,” he ordered. “Slowly. Clearly. In complete and logical sentences."

The Doctor looked like he was about to grin, but stopped after catching Spencer's stormy expression. "Right. Sorry. Okay. Remember when we went to stop that alien that time...you know, spawning, London, bow and arrow."

"Oh yeah." Despite the fact that he was still absolutely furiously mad with the Doctor, Spencer had to grin. That had been a good day.

"Exactly. Well, anyway, do you remember, just before, that woman stopped me? Just as we were getting out of the cab?"

Spencer made a gesture with his hand, conveying wordlessly that he may or may not have recollections of that woman.

"Well, _that_ was Sally Sparrow," the Doctor concluded triumphantly.

"Doctor?" Spencer said flatly.

"Spencer," the Doctor mimicked back. Spencer stared, slowly raising one eyebrow. "Run it by you again? Slower?" the Doctor repeated, chagrined exasperation showing on his face.

"More details would be nice, too. I mean, how did she know all this?" With a quick wave of his hand, Spencer took in the van, the world, 1969, and their relative place in it all.

"We told her. She told us, so we could tell her."

Spencer decided there was probably not enough caffeine in the world that would help him make sense of this. "Time travel," he said, leaning back against the wall of the van. "Can't understand it, don't want to do it without a capsule _ever_ again."

The Doctor laughed and leaned back companionably, reaching over to investigate the thermos.

"Okay," Spencer said after a few miles. "Let's leave aside the Sally Sparrow question for the moment. How did you get to know a bunch of painters? And why are they letting us tag along?"

The Doctor smiled secretively. "Oh, you know us housewives, we love to gossip." Spencer elbowed him sharply in the ribs. "Ouch! Okay, okay, I did them a little favour so they'd let us come write on the walls of this house before they wallpaper over it. And let me tell you, finding the right people in a city this size -- and you thought shoes were hard work!"

Spencer shook his head and tried to pick the gems out of the flow. "We're dressed up like this, this early in the morning, to go tag a wall?" The Doctor nodded, and Spencer went after the big one. "Why?"

"So we can tell Sally Sparrow what she needs to tell us in our past and her future."

Spencer blinked, sighed, closed his eyes and began mentally planning the biggest Starbucks order he could imagine for when they finally got out of this mess and back to civilization. It helped him find his zen. After all, this would either make sense soon or it wouldn't. Either way, it had to be better than looking at ugly feet for eight hours.

* * * * *

"Duck." Spencer sat primly on a pile of drop cloths and watched the Doctor work. "Really, who ducks when someone _writes_ duck at them?" The Doctor looked around at him, then looked back at his work, tapping the handle of the paintbrush thoughtfully against his chin, mindless of the flecks of paint flying everywhere. Spencer unfolded himself and stood up. "And not even in capital letters.” He shook his head. “If you're going to write it, at least shout it."

"It's a message through time, Spencer, not a blog post."

Spencer made a noise in the back of his throat. "Far be it from me to interrupt your masterpiece. Go on, what next? I'm sure someone with your big brain could work in a reference to the Ides of March, especially as you've forgone the classic dripping blood look."

The Doctor tilted his head. "I'm sensing that you're still mad at me."

"Ya think?" Spencer drawled, pacing around the room.

He could feel the Doctor watching him, but when he turned around, the other man was staring at the wall. "Perhaps,” the Doctor said cautiously. “If I repeat it a few times?" Spencer could tell it was the Doctor's awkward attempt at a peace offering, but he was still too angry.

"What does it matter?" he sniped. "Sally's seen it, from her perspective it's been written, so just copy down what she said she saw, and let's get on with it." He nudged a tin of paint with the toe of his shoe. "I bet this stuff's got lead in it," he muttered under his breath.

"But it hasn't been written yet," the Doctor insisted, turning to follow Spencer’s progress across the room. "It's still a potential future. Nice symmetry, actually." Spencer didn't have to look to know the expression on the Doctor's face. He was off again, leaving everyone else behind. "Using a potential future to beat a creature of the potential in the, ah, future. As it were."

"What about Billy?" Spencer asked, turning suddenly. "You said this morning he was gone, but...what? Starting out with the contents of his pockets?"

The Doctor turned away. "Something like that, yeah."

Spencer's eyes narrowed as the Doctor made a show of fussing with his little pot of black paint. "Don't," he said, low and dangerous. "Don't fucking lie to me again, okay?"

The Doctor looked up, his eyes cool and clear. "I've known since Sally gave me her papers what Billy's fate was. I knew what he had to do, and how he had to get there..." he looked away, up at the wall. "And when he had to die." The Doctor's voice was raw, soft. "I've had time to make arrangements. He'll be okay."

Spencer's anger drained out of him. The Doctor lying to him, yeah, it was shit, and he was upset. But he wasn't angry anymore.

He wasn't the one who was responsible for fixing this.

Spencer took a moment to study the Doctor, head bowed as he stirred the pot of paint. "Maybe...” he said tentatively. “Maybe if we tell her 'no really, duck.'"

The Doctor looked up. "In capitals?"

Spencer smiled. "Yeah." He stood back as the Doctor painted the words with smooth, even strokes. He knew, in the movies, this would be the bit where they stood in manly silence as the orchestra swelled and the screen faded to black, leaving the audience thinking that everything was now okay.

But there was only the distant conversation of the other workers, and the rasp of the brush on the bricks, and they had to go on living with this tomorrow. "Calling her by name, nice. Creepy, but it should get her attention."

The Doctor didn't reply, just leaned over and added the final flourish. "An artist should always sign their masterpiece," the Doctor said proudly, stepping back to stand beside Spencer without looking at him.

"Nicely done," Spencer agreed. He let himself move without over-analyzing things, reaching over to wind his arm around the Doctor's waist, pulling him the step sideways until they were touching knees to shoulder. "Good work," he said, willing the Doctor to understand.

The Doctor looked at him and smiled. Message received. "Well, you can't hang with old Vince without learning a trick or two."

Spencer hip-checked him. "Namedropper," he murmured as the spinning world settled back down around the pair of them.

* * * * *  


Spencer's feet were in the sink, and the cabinet above the stove was just low enough to dig into his shoulders. His butt had gone numb twenty minutes ago, and there was no room on the narrow bench top to wiggle. But it was the only spot in the whole damn place where he could sit against an open window. Fumbling around with slack fingers, he located the box on the windowsill and struck another match.

The tip of the joint glowed brightly in the gloomy light of the cloudy afternoon as he inhaled deeply. Spencer rested his head against the side of the cabinet and watched the play of light and shadow as the clouds skidded across the sky. He drifted with the drowsy feeling, letting his mind wander where it would.

He started as slender hands liberated the spliff from between his fingers. For a moment, a tiny fraction of a second, Spencer thought it was Bren, they were crammed in their bus, and the play of shadows was the world passing by outside the window.

Spencer looked into carefully blank, incredibly old brown eyes and remembered where he was. Still.

"Hey," he said, offering a lazy smile.

"Spencer Smith," the Doctor said, holding the joint between their faces. "Is this _marijuana_?"

Spencer grinned, showing teeth. "1969," he opined. "Was a very good year."

The Doctor raised an eyebrow. "Wait til you taste the stuff they grow in the hothouses of Lexas Seven." Spencer couldn't help the way his eyes tracked the glowing tip as the Doctor gesticulated wildly. "Your eyes spin out of your head just rolling them." He took a closer look at the joint. "Speaking of which, two points of order. One: this is a shockingly bad rollie. And two: not sharing?"

Spencer shrugged. "One: my friend Jon usually rolls mine, he's a pro. And two: I didn't think you'd be interested, but hey, there's the gear, knock yourself out." He watched with stoned amusement as the Doctor sat down at the kitchen table and, with scientific precision, rolled a sleekly curvy joint. Hospitably, Spencer offered him the matchbook.

"Thankyou. Come on, budge up." The Doctor hopped onto the draining board with easy grace and knocked Spencer's feet gently apart with his own to make room. He was barefoot, Spencer realized, no coat or jacket. How long had he been back?

"Not long," the Doctor said, striking a match. Spencer didn't know if he'd asked out loud, or the Doctor was just being a smart-ass again. "Waste of a day, really." He toked up, his cheeks hollowing. "And a day is a _terrible_ thing to waste...I say, this is good, isn't it."

Spencer clicked his fingers until the Doctor passed the joint over. "Do you get high, Mr Alien Timelord?"

"Nah," the Doctor said, settling his back against the fridge. "Metabolize the active chemicals too fast. But,” he dragged out the sound. “I do get the munchies, though."

Spencer raised a foot as he inhaled, and groped around with his toes until the cabinet door under the Doctor swung open. "Cookies in there. Help yourself."

The Doctor crowed with delight as he pulled out a packet and ripped into the wrapping. "So," he said, mouth full and spraying crumbs everywhere. "Ask me about my day."

"How was your day, Doctor?" Spencer said with mellow obedience.

"My day was useless. Utterly useless."

"Why was it utterly useless, Doctor," Spencer asked in the same even tone, passing the joint back as he did so.

The Doctor inhaled deeply. "We need to film the clips for the DVD easter eggs -- you know what easter eggs are?" He barely waited for Spencer's languorous nod before continuing. "Well, you can't just buy a film camera at the corner store, so I tried asking nicely, I tried, I said to the _nice_ guard we just needed to borrow the studio for a little while, we'd even fit to their schedule, and d'ya know what he said."

Spencer forced himself to keep his laughter off his face. "He told you to get lost?"

The Doctor nodded so vigorously ash scattered itself across the windowsill. "In the kind of language you use when you're cranky."

Spencer stole the joint back for that. "Sorry, I've been in retail hell all day, I’m a bit lost. What studio?"

The Doctor shrugged and fished out another biscuit. "The BBC, of course. Need film that will last. But I don't know how we're going to get in to film it."

Spencer puffed out his breath, trying to make smoke rings. "Y'know, the guys I work for have a contract with the Beeb. They do shoes for the costume department." He held his hand out, palm flat, and the Doctor slapped him a cookie. "And I have to do deliveries."

Spencer took a moment to bask in the rare sight of the Doctor slack-jawed and speechless. "Spencer Smith, you are my favourite person right now." He swapped Spencer the joint for the cookies. "And -- Beeb?" He raised an eyebrow.

"Shut up," Spencer drawled, then laughed so hard he fell off the bench.

* * * * *

Spencer woke slowly, feeling simultaneously cold and warm. He smacked his dry lip, wincing at the vague lingering taste of onions and stale toast. There was a cool breeze teasing at the gap between coat and jeans, and he snuffled as he burrowed deeper into the soft warmth in front of him.

"Wakey, wakey, Spencer Smith," someone sing-songed gently. Spencer batted clumsily at the long fingers teasing his fringe. "Come on, time to rise and shine."

Spencer sniffed and shifted as more of his surroundings started seeping into his slowly-waking mind. Hard wood was seeping cold through his jeans, and he could hear birdsong and traffic. The air held a cool, crisp dampness, but the fabric rubbing against his cheek was warm and soft and familiar. He lifted his head slowly. The Doctor's beaming smile was too bright and too close for this time of the morning. Spencer shifted, straightening up, and the Doctor moved to accommodate him, though he never lifted his arm from off Spencer's shoulders.

He was warm. Spencer decided to roll with it. "Where are we?"

"Well," the Doctor said, sliding his sneakers across the grass as he stretched his legs out in front of him. "Last night, after you decided to share your stash," he tugged on Spencer's ear in minor rebuke, letting go as Spencer brushed him off with a grin. "Biochemistry took its course."

Spencer blinked, trying to get his brain working. "We got the munchies?"

"Oh yes," the Doctor drawled. "And you wanted a kebab, but even in London in 1969, there wasn't much open by then, and we ended up at this pub..."

Spencer tilted his head speculatively as a vague recollection of smoke, wood, and a crowd of cheering men filled his mind. "I never would have picked you for a darts player."

He could feel the Doctor beaming at him. "Oh, it's all maths and physics, really. You weren't so bad yourself, in the end. _Anyway_ , we left just before close-out, and there were no more buses, and you started rambling on about waking up somewhere different, and music, and what a watershed decade this was, and, well..." With the hand not currently resting on Spencer's shoulder, he waved vaguely at a building across the road. "Well, you’ve had a nice nap and woken up somewhere new, as per request. Now can we go find breakfast before any nice policemen find us?"

Spencer chewed idly on his lip. "I did forgive you for being an idiot, you know?" He looked sideways at the Doctor before his eyes drifted back to the street scene before them.

The Doctor nodded lightly. "I know. But, what the hey..."

Spencer laughed as he hauled the Doctor up. "Come on, we have to do the crosswalk." He ignored the Doctor's protests as he dragged him over until they were standing at the curb. On the other side of the road, a little way down, he could see the sign for Abbey Road Studios.

"Ready?" he asked the Doctor.

"Aren't we two short?" was the quick reply.

Spencer tugged on his wrist. "Improvise, genius. One day, back in my time, we're gonna record here or something. But I am not loosing my chance to do it in '69. So _come on_."

With a grin, the Doctor leapt out in front of him, striding across the road. Laughing like a lucky fool, Spencer stepped out and joined him.

The Doctor was waiting for him on the other side with open arms. "Better?"

Spencer tugged him close for a minute. "Much. Now, breakfast, then the library."

The Doctor held him at arms length, eyebrow raised. " _You_ want to go to the library?"

Spencer kept his face blank. "I want to see if 'See Spot Run' is in print yet." He hit the Doctor's arm, hard. "You idiot, unless you want me to be your on-camera talent, I need to read up on how to drive a TV camera, circa 1969." He waited just long enough for enlightenment to dawn across the Doctor's face before he started sauntering away. "Of course," he tossed over his shoulder. "You might want me to be the one reading the lines anyway. I am prettier, after all."

Spencer held his two yard head start all the way down Abbey Road.

* * * * *

Spencer stood against the wall, making himself as unobtrusive as he could in the shadowy corner of the set. Around him, people were flowing out of the studio, a wave of gossip and noise. Over by the camera crew, Margie from costuming was in low, intense conversation with one of the cameramen. His confusion was clear from across the studio.

The set lights clacked loudly as they were shut off at the board. Over by the camera, Margie glanced over her shoulder and waved a hand in Spencer's general direction. He smiled and gave a little wave of his hand back. The cameraman jerked his chin in an unmistakable gesture. Spencer crossed the stage, wary of the cables underfoot. "Hi," he said uneasily.

"Spencer, this is my boyfriend Richard. Richard, honey, this is Spencer."

Richard was sizing Spencer up with calliper accuracy, wearing an expression that could only be classed as 'pissed-off boyfriend.' "Margie says you need to film something? That's not regular, orright?"

Margie tugged on his sleeve impatiently. Spencer couldn't blame her. This little favour had already cost him his staff discount card, the one damn perk of his fucking stupid shop job. "I know, but everyone knows the BBC has the best gear. It won't take long, just a couple of pages of script..." Spencer controlled his tone, trying to imply something like 'harmless student film' without actually saying anything anyone could hold him too. Who knew how much longer they had to suffer through '69 before the TARDIS found her way to them?

Richard sucked on his teeth, a subtle hissing sound. Above them, the lights pinged as they cooled. "Margie..." he began, and Spencer couldn't hold back the frustrated sigh of failure.

"Are we ready, then?" The Doctor said, his voice echoing off the ceiling. He bounded across the floor, pages of script rustling in the air as he jumped to a stop next to Spencer and scooped up his hand. "Learning lines is hard, isn't it? I wonder if we could borrow an autocue or something. Oh well, it's all still potential." He lifted their hands, intertwined fingers squeezing gently. "What's the hold-up?"

Spencer turned to see Richard staring at them. He hadn't seen that expression since the band got big, when Ryan and Brendon first started with the stagegay. Spencer almost rolled his eyes, but he took one for the metaphorical team. "Just talking to Richard here," he said sweetly, all but fluttering his eyelashes at the Doctor. In perfect synch, they turned together to look at Richard.

Richard folded. "Yeah," he mumbled. "Just one camera. We'll use the end stock of the roll out back. Lemme get the lights set up." Margie squealed in delight and stood up on tiptoe to peck a kiss to his cheek, which seemed to soften his defeat somewhat. "Get 'im sitting, darl, I'll be right back."

Spencer snatched up the Doctor's precious transcript as Margie dragged him over to sit on the stage's chair and went to figure out the intricacies of the autocue.

They'd spent the entire night going over it, Spencer coaching the Doctor in his lines, and more importantly, in the silences. The Doctor had given some long-winded explanation about 'gaps for Sally to speak' and 'mustn't throw her off, she needs to finish her bits too' and 'wibbley-wobbley timey-wimey.' Spencer had given up trying to understand the Doctor's nervous ramble fairly early on, instead choosing to plant himself behind the Doctor's chair to introduce him to the joys of counting the beat. "Just count it out," he'd said over and over again. "Count it out."

Spencer had quickly come to realize that it was a little known but valuable fact that Time Lords had no rhythm. He intended to drag the Doctor to the nearest dance floor as soon as this was over, to see if they could boogie. It was an experiment he was looking forward to. After all, travelling with the Doctor had given him a completely new appreciation for the scientific method.

The loud snap of the lights being turned back on dragged Spencer back into the present. He looked around wildly for a second, taking in Richard settling in behind his camera, Margie hovering at his shoulder. Spencer looked down at his own assigned task.

"You ready?"

Spencer jumped slightly as the Doctor appeared at his side. "If the autocue isn't working now,” Spencer told him bluntly. “I'll never get it to work." He stepped back, folding his arms across his chest.

The Doctor glanced around quickly, stepping slightly to one side so that his back was to Richard and Margie. Spencer tried to look nonchalant as the sonic hummed quietly for a moment. "There, that should do it."

Spencer reached over impulsively and squeezed the Doctor's arm. "Break a leg."

"Hey," the Doctor said airily. "I've shared a stage with Shakespeare, remember."

As the Doctor moved away, Spencer saw Richard shake his head, his mental rewrite of that comment an almost visible process. The cameraman flipped some switches on his camera. "Okay, leading in. Whenever you're ready."

The Doctor walked into the camera's field of view and sat down. He squinted at Spencer for a moment, then reached into his pocket and pulled out his glasses.

"Huh," Spencer said to himself. He still wasn't entirely sure if they were a necessity or a vanity. The screen next to him flickered and the first line of dialogue scrolled into view.

"Yep, that's me," the Doctor said into thin air. Margie shot Spencer a confused look. He returned his blandest, sweetest smile and stood up.

He had never missed a mark before.

"Are you going to read out the whole thing?" the Doctor was saying to the camera. Spencer shifted so Margie and Richard were behind him, out of his eye line, as the next piece of the transcript came up. "I'm a time-traveller. Or I was. But I got stuck. In 1969."

Spencer hit his mark dead on. "We got stuck," he said to the blank eye of the camera. Behind its glass plate, his next line scrolled into being. He resolutely ignored the strangeness of seeing it written down. "He promised me all of fucking time and space before breakfast, and what do I get? A day job at slave wages just to support _him_!”

The Doctor nudged him lightly in the ribs. "Spencer!"

"Sorry," he muttered, already moving. The camera twitched as Richard followed him for a moment then returned to the Doctor.

As he cleared the frame, Margie grabbed his arm and dragged him out of earshot of the microphone. "What does he mean by all that?"

Spencer shrugged. "It's in the script." He pulled the well-thumbed pages out of his back pocket. "See?" Seeing the Doctor's strange words written down seemed to satisfy her, and she drifted back to watch the performance. Spencer stayed where he was, and mouthed along with every word.

He hoped this would be enough, and they could go home soon.

* * * * *

Spencer was surprised at how heavy the reel of film was. "All this for five minutes of nonsensical dialogue," he griped as they stepped out the service entrance and climbed into the delivery van. He was still coming to grips with driving on the left, but at least at this hour, there were fewer people to hit.

"It will make sense to her," the Doctor said. Spencer knew him well enough by now to hear the slight shift in timbre.

"Who are you trying to convince more, me or you?" he asked. "Wait, don't answer just yet..." he bit his lip as he negotiated the round-about. "Okay, go."

"Do you want me to drive?" the Doctor asked. Spencer risked a glance at the Doctor's face, but couldn't catch the bastard grinning.

He adjusted his grip on the steering wheel, ten and two. "Passenger's can shut up or walk. Their choice."

The Doctor, wisely, shut up for several minutes. "Take the next left," he said finally, breaking the easy silence.

Spencer raised an eyebrow but indicated the turn. Following the Doctor's cryptic directions eventually brought them to a set of rundown offices. "Wait here," he said, snatching up the film canister and leaping out before Spencer could say anything.

He drummed his fingers impatiently on the steering wheel the whole eight minutes it took for the Doctor to return. "Who's in there," he asked tightly.

For a minute, he thought the Doctor was going to slip back into his old cryptic habits. "Billy."

It took Spencer a split second to connect the name to the face. "Billy Shipton? That cop the Angels sent back..." he trailed off as he put the pieces together. "He's not just giving Sally your message, he's also making it so she gets the film too..." he grinned and thumped the steering wheel as the pieces slotted into place. "He has to, we can't do it, or we'll get caught up in history."

He glanced over at the Doctor. He was beaming. "Spencer Smith, I really do like you. Come on, let's go home."

* * * * *

As Spencer dropped off the van and clocked off for the evening, he could feel the Doctor almost thrumming with nervous energy. Spencer's own stomach felt sour. The transcript was the last part of the packet Sally had given the Doctor. If this didn't work, they were flying blind, trapped in the past.

They walked past the corner store without going in. The Doctor's already long strides lengthened further as they turned the last corner, and Spencer found himself matching the Doctor step for step. "Where...where will she land, if this works?"

The Doctor opened the door to their block of flats and gestured Spencer inside. "She'll lock onto my energy, find somewhere I frequent that she can appear without damaging the timeline."

Spencer stopped and turned back. "Like the flat?" At the Doctor's curt nod, Spencer turned and raced up the stairs two at a time.

Spencer fumbled a little as he tried to get the key into the lock. His mind was filled with a looping litany of 'pleasepleaseplease _please_ ,' a white noise of building hope.

The door swung open on an empty flat. The place was small enough that a quick glance confirmed it.

Spencer walked with leaden feet into the kitchen, coming to a stop, head bowed, over the sink. He reached out blindly as the Doctor came to stand beside him, looping his arm around the other mans' shoulder, pulling him in until he dropped his head on Spencer's shoulder.

They were still resting against each other when the familiar _thrum-thrum-thrum_ filled the small space. As one, they lifted their heads as a small blue box materialized between them and the couch.

Spencer stared, heart pounding, as the materialization completed and she fell silent. The Doctor's fingers twined into his and tugged him over.

"Aha" he crowed. "My key!" With nimble fingers, the Doctor twisted the key that was still in the lock and pushed open the door.

The weight he had been carrying since they arrived in 1969 lifted as Spencer stepped across the threshold. With a soft smile, he walked over to the nearest bulkhead and wrapped his arms around it.

"Spencer?" he lifted his head to see the Doctor staring at him, one eyebrow raised over half a smile.

"Just saying hello again," he said unapologetically. "We came to an understanding in 1913," he added as he moved past the Doctor, fingers trailing over every surface.

The Doctor followed him up the ramp. "Anything you need to get before we go?"

”No.” Spencer settled into his seat. "Let's just go."

He sat back and closed his eyes as the TARDIS roared and took them away.  



	15. Intermission #5

**Summary for the Chapter:**

> "I know people who'd spontaneously orgasm just by walking through that door."

Spencer drifted back into the control room in bare feet, his hair still damp from his shower. Moving lightly across the grating, he crested the steps and stopped by his chair to stare at the pair of feet sticking comically out from under the centre console.

The feet twitched. "Spencer, pass me the posi-whatsit thingamajig, would you?" A hand appeared from under the console and waved vaguely at the tools and parts heaped up in a pile.

Spencer raised his eyebrow as he looked at the heap. "Do you know what? I actually understood that." With his toes, he nudged one long tube out of the pile and towards the grasping fingers. "Should that concern me?"

"Nah," the Doctor drawled, his voice echoing around the confined space under the console. The feet wiggled, and the Doctor heaved himself out and clear. "Just means you've finally learnt something." He bounced to his feet and began jabbing at buttons and levers. "Only took a few months. Should be proud of yourself."

Spencer blinked, mentally rewinding days. How long had he been on this roller coaster? Actually, when was the last time he called Ryan, or his mother? Perhaps he’d call them later, just to check in. He shook his head and climbed onto his seat, watching as the Doctor sorted through his tools. "Is she okay? The Angels didn't do anything to her?"

"Nah," the Doctor said again. "She's tougher than that!" He whacked the console with the heel of his hand, and the entire section of the display sparked and went blank. Spencer bit his lip, trying not to laugh out loud. The tension he had been carrying throughout 1969 was fading, leaving him feeling light and happy.

The Doctor frowned at him. "But it may be worthwhile to run a few tests, give her a bit of a check-up."

Spencer nodded. "Okay. Need a hand?"

This time it was the Doctor raising one eyebrow delicately. " _Could_ you lend a hand?"

"Hey!" Spencer objected. "I know my whatisname from a thingimajig now. And..." he paused, winced, and offered lamely. "Moral support?"

The Doctor laughed. "I've got a better idea." He pointed at the door that led deeper into the TARDIS. "Down there, second left, third right, round the corner with the potplant, fifth door on the right after the elevator. Got it?"

Spencer blinked and nodded as he committed the string to memory. "I think so...what's in there?"

"Something to keep you out of trouble." He made a shooing gesture with his hands. "Go on, get."

Spencer got. The noise of electrics frying and what sounded suspiciously like a very human curse word following him up the passageway.

* * * * *

Spencer followed the smell of coffee down the corridor, his feet moving automatically, one leaden step after another. He slumped against the door to the little kitchen and inhaled deeply. "Mmm?" he mumbled hopefully.

"I was about to send out a search party," the Doctor said with a cheerful grin. More importantly from Spencer's perspective, he held a mug in his hand. Spencer staggered over and, ignoring the Doctor's yelp of protest, grabbed hold and stole a mouthful. The Doctor tugged it back with one hand and held Spencer at bay with the other. "You need sleep, not caffeine. I know you haven't been to bed."

Spencer made grabby hands at the cup. "Bed checks, huh?"

The Doctor tried not to laugh, but the little crinkles at the corners of his eyes gave him away. "Hey, your law. Forty-eight hours gone, you're officially a missing person. Though," he added slowly. "Given the noise you were making, maybe _missing_ isn't entirely the right word."

Spencer shrugged and grunted. "Drummer make big noise," he said self-disparagingly as he lunged forward again. This time the Doctor gave up and handed over the coffee.

"I was making that for you anyway, see if it'd lure you out." Spencer eyed the other man's grin over the edge of the mug full of sweet, sweet nectar. "I take it you liked the music room."

Spencer swallowed a mouthful and grinned. "I know people who'd spontaneously orgasm just by walking through that door."

The Doctor blinked. "Thankyou, Spencer, for sharing that mental image." He sighed. "I don't think I'll ever be able to blow one out of my recorder without thinking of that."

Spencer licked his lips. "You know,” he said thoughtfully. “One of these days I'm going to prove that you're jacking with me when you say shit like that. And on that day, I will make you pay. God, my hands are _thrumming_ ," he added as he wandered past the Doctor and sat down at the little table.

"If I was," the Doctor said slyly. "You might want to refrain from using the word 'thrumming' in relation to personal pronouns."

Spencer laughed and gestured at the seat opposite him with the mug. "You started it." He mock-glowered into his mug. "Blow, my ass..."

He froze for a second, then risked flicking a look at the Doctor. As soon as their eyes met, the Doctor's self-control vanished, and he collapsed across the table in hysterical giggles.

"Okay, okay," Spencer said loudly, holding up his free hand in mock-surrender. "I deserved that."

The Doctor sat back and wiped his eyes. "Ahh, Spencer Smith. With you, every day is a marvellous adventure in double entendres."

Spencer forced himself into a dignified calm. "Speaking of adventure," he said, trying for a change in subject. "Where are we _not_ getting stuck next?"

The Doctor poked his tongue out in retaliation.

"Uh uh," Spencer said. "That's more a single entendre. And it doesn't answer my question. Where to next?"

The Doctor stood up. "Bed, actually."

Spencer made a face. "And we're leaving innuendo behind entirely now? Well, you're a handsome devil, but I'm seeing someone..."

The Doctor reached over and lightly batted Spencer across the head. "You need sleep and I need time to work without listening to a repeat of every drum solo ever recorded. Go on, bed," the Doctor repeated with a little gesture. "And when you wake up, outside there'll be somewhere new and exciting not to get stuck in."

"Promises, promises," Spencer said as he rose and rinsed his mug out in the little sink.

"For you, Spencer Smith? Always. Sleep well."

"Goodnight, Doctor."  



	16. Utopia

**Summary for the Chapter:**

> "We're going to the end of the universe."

Spencer wandered out into the console room, pulling his jacket on with a yawn. "Morning,” he greeted the Doctor. “Where are we?"

The Doctor was dancing around the central column. "Cardiff!"

"Cardiff?" Spencer asked flatly as he perched against the edge of his seat. "Alien invasion Cardiff? Cardiff in the 51st Century?" He trailed off, one hand held out in front of him. "Cardiff..."

"Cardiff, Wales, United Kingdom, Earth, 2007," the Doctor rattled off.

Spencer rolled his eyes. "Oh, the excitement, however will I cope?" He flopped back onto his chair, hand on his heart, the melodramatic picture of woe.

"Very funny,” the Doctor shot back. “No, this Cardiff is built on a Rift in space and time."

Spencer sat up sharply and moved to stand beside the console. "That sounds more like it." He looked over at the Doctor, twiddling knobs. "Is it?"

The Doctor grinned. "This is just a pitstop. The TARDIS can soak up the energy the Rift gives off, fuel for the next leg of our adventure. Less than a minute, we'll be off..." The Doctor bit his lip as he tracked his eyes across Spencer's features. "Umm, Spencer," he said, brushing his own cheek with his hand. "You missed a spot." The Doctor gulped and flicked a switch. "Several, in fact. Actually, your whole face."

Spencer raised one eyebrow as he rubbed his fingers against the prickly stubble of his fledgling beard. "I like it," he said, tone brooking no argument.

The Doctor looked down at the console. "Yes, yes, very...manly." His head darted up, cheekbones cast into sharp relief in the glow of the column. "Very butch. Did you know the Berani of Secunda measure a man's virility by the length of his nose hairs? Nothing says masculinity like a fuzzy face." The Doctor flashed Spencer a wicked grin. "Of course, you are very sec--."

"Aha!" Spencer growled, holding up a warning finger. "Remember, that's a limited supply." He tugged at the hem of his shirt as the Doctor turned away to read a display. "And ixnay on the facefuzz comments, please...what?" he asked, as the Doctor moved with sudden seriousness to glare at one of the monitors.

"The Rift's been very active. Oh well, all powered up, ready to go?"

Spencer grinned, and braced himself against the console, ready for take-off. Two seconds later he hit the deck hard enough to knock the wind out of him as a rain of sparks showered down. "What-?" he yelled as he flailed around until he latched onto the edge of the console. "What's going on?"

This wasn't usual TARDIS turbulence. This was serious trouble.

The Doctor fanned away another shower of sparks and pulled over a screen. "We're accelerating. The year one billion...five billion...fifty trillion? What?" Spencer held on tighter. Confusion in the Doctor was never a good sign.

"What's going on?" Spencer repeated.

"The year one hundred and fifty trillion," the Doctor read off the display. He turned to stare at Spencer with enormous eyes. "We're going to the end of the universe."

* * * * *

The landing rattled Spencer's teeth.

"Well," the Doctor said, eyes wide as the TARDIS creaked and settled around them. "We've landed."

Spencer hauled himself up and smoothed his clothes. "Ya think?" Running his fingers through his hair, Spencer took two quick steps to peer over the Doctor's shoulder as he consulted the display. "And for the major prize -- _where_ have we landed?"

"Don't know," the Doctor said slowly, lifting his eyes to stare into nothingness.

Spencer swallowed a laugh. "Of all the things I never thought I'd hear you say...."

The Doctor spoke again as Spencer trailed off. "Not even the Time Lords came this far. We should leave, we should go, we should really, really..."

"Go?" Spencer offered. The Doctor's eyes darted sideways to fix onto Spencer's face. Spencer let a slow smile flow seductively across his features. "We’ve come all this way, wouldn't it be rude not to at least say hello?"

The Doctor's answering grin was just as wide and twice as wicked. Together they clattered down the ramp, the Doctor scooping up his coat as he went. He flung the door open and stuck his head out. "It's okay, nothing obviously dangerous."

"It's not the obvious dangers that kill you," Spencer retorted to the back of the Doctor's head.

"Oh, Spencer,” the Doctor said as he stepped out. “Come on, you wanted adventure. What bigger adventure is there than the end of the Universe?"

"Dinner at Milliways?" Spencer offered as he stepped across the threshold. His eyes were drawn to the darkest sky he had ever seen. "Wow," he breathed as he scanned the sky down to the horizon. "We're really... _fuck_!" The Doctor half-turned, no doubt a sly rebuttal already on his lips, but Spencer wasn't paying him any attention as he flew over to the man lying in the mud scant meters from the door of the TARDIS.

Questing fingers slipped up under the cuffs of his heavy coat, then down the collar, desperately seeking a heartbeat. "Warm," he muttered. "He's still warm, but..." Spencer sat back on his haunches and bit his lip. "No pulse, no breathing." He covered his mouth with his hand. "The end of the universe sucks." Spencer let his eyes drift over the corpse. "If this is the end of the universe? That coat is more army surplus than anything, and, well, you have missed your targets before."

The Doctor stood over Spencer, hands in pockets. "I think he came with us."

"What, from Cardiff?" Spencer said flatly, looking up into the Doctor’s blank expression.

The Doctor nodded curtly. "Clinging to the outside of the TARDIS, all the way through the vortex. That's very him."

Spencer snapped his head around, looking between the Doctor and the body. "You know this guy?" The end of the universe was getting weirder by the second.

"Friend of mine," the Doctor said like he wasn’t discussing a body lying in the mud at his feet. "Used to travel with me, back in the old days."

"Doctor," Spencer said slowly. Maybe it was shock. Did Time Lords get shock? "Do you realize he is dead?"

Spencer absolutely did not scream like a little girl when the corpse spasmed and latched onto him, gasping for air.

Strong hands clutched at Spencer's arms. "Woah, woah, okay, okay," Spencer babbled as the ex-corpse looked around wildly. Blue eyes locked onto his as they both settled down again.

"Captain Jack Harkness," the ex-corpse said with an impish grin. Jack's thumb eased its grip on Spencer's bicep enough to start stroking him through his jacket. "And who are you?"

"I'm Spencer Smith," he replied, unable to stop himself from returning the grin. Spencer managed to turn it into a wry little smile. "But I think he's the one you're after?" He jerked his head sideways, and watched as Jack's eyes widened slightly.

Responding to Jack's tentative little tug, Spencer helped Jack to his feet, stepping back automatically as the Jack and the Doctor sized each other up. As he brushed his hands clean, the two began verbally to circle and sniff, wary and sharp. With half his attention, he followed the jabs and barbs of their conversation, so obviously loaded with history.

He had always wondered who had come before him: it was obvious that he wasn't the first human the Doctor had picked up. There had been sly allusions, things the Doctor had avoided saying. Around the TARDIS were things that didn't fit with an alien alone: they felt more like things left behind.

Like that catsuit and bustier outfit in the wardrobe for one, but Spencer was certainly in no position to judge.

Jack was the first of his predecessors with a name, a face. And from the sounds of it, the Doctor had left him behind, never looked back.

Jack pulled his shoulders back. “I have to ask. The list of the dead, it said Rose Tyler." Spencer looked sharply from one to the other. He was sure he had heard that name before, somewhere.

Whoever she was, she was elsewhere now, a parallel world. Spencer put all the unfamiliar names and phrases in a mental heap, squirreling them away for future examination. For now, at least, the sparring had ceased, replaced by a great big hug that was more in line with Spencer’s expectations of the Doctor.

Spencer tapped a foot impatiently as the two men kept hugging. Crossing his arms, he glared at them as they pulled apart. "This is all very sweet," he said archly before turning to glare the Doctor. "But surely we can do something more at the end of the universe than _reenact Oprah_."

The Doctor tugged his ear as he shot an unreadable look at Jack. "Jack, this is Spencer. He's very secure and extremely sarcastic. Spencer, this is Captain Jack Harkness. He's also very secure, and..."

"Charming. The next word out of your mouth better be 'charming.'" Jack waggled a finger at the Doctor before holding out his hand. "Nice to meet you."

Despite himself, Spencer felt the urge to smile back. Instead of fighting it, he chose a new tack. Using the handshake to pull Jack closer, he amped up the grin a notch. "Likewise."

The Doctor made a disgusted noise and began tramping loudly across the gravelly ground. Spencer and Jack swapped a quick look of triumph before rushing to follow.

* * * * *

They trudged in silence for several minutes, each concentrating on breathing in the thin, cold air. As the path levelled out to run between stumpy little clumps of growth, Spencer gently nudged Jack with his arm. "So," he said quietly. "I take it you and him," he nodded towards the Doctor. "Go back a bit?"

Jack nodded slyly as ahead of them the Doctor stiffened slightly, like he was trying not to turn around. With a little flourish of his hands, Jack started to talk of the dashing young Time Agent, going freelance in World War II, who was snatched from the jaws of death by the Doctor and another companion, a British woman named Rose.

Spencer knew from his own experiences that there was probably a maelstrom of emotion whirling beneath the calm words, but for now, it was enough to see the Doctor try not to twitch with each carefully chosen adjective or smoothly noted plot point.

"So there I was," Jack said in the tone of one working towards the climax. "Stranded in the year 200100, ankle-deep in Dalek dust, and he goes off without me." Spencer couldn't have failed to miss the glare Jack shot the Doctor. Hell, if he was in _orbit_ , he couldn't have missed it. "Luckily," Jack was saying, "I had this." He pulled up his coat sleeve to reveal what looked like a brown leather cuff. "It's called a vortex manipulator. He's not the only one who can travel through time."

The Doctor had held himself in check thus far, but obviously this was one thing he couldn't ignore. "Oh, excuse me, _that_ is not time travel." The Doctor jammed his hands in his pockets and continued to walk. "I've got a sports car, you've got a space hopper," he said petulantly.

Spencer gasped with laughter. "Oooh, snap," he crowed, unable to help himself. He glanced at Jack, who was again glaring daggers at the Doctor.

"Okay, so I _bounced_." Spencer kept a close eye on the Doctor as the Jack told his tale of landing a century before his target, unable to try again.

"Told you," the Doctor said lightly. Spencer reached over and tapped his arm in warning.

"You, stop being so sarcastic, that's my job. And you," he added, nudging Jack with his elbow. "Tell the truth. Bad landings," he added, looking meaningfully at the Doctor, "I can believe. But I can't believe you're lived through the entire twentieth century. You're...you're..." Spencer waved at Jack, trying to find the words.

"Still looking good!" Jack crowed. Spencer elbowed him harder. "Ow. Anyway, I based myself at the Rift, knowing you'd be back to refuel. I just needed to find a version of you that coincided with me. I get a signal on this," Jack jerked a thumb at the large boxy backpack he was carrying, "and here we are."

Spencer nodded. "Okay, question. You just left him behind? Doctor?"

The Doctor didn't even look around. "I was busy."

Spencer raised an eyebrow. "Too busy to return him as you found him, even? No, seriously, should I start looking around for my own space hopper, just in case?"

The Doctor stopped and whirled around to face them, coat flying. "You two! We're at the end of the universe, right at the edge of knowledge itself, and you're busy _blogging_."

For some stupid reason, Spencer had a mental picture of Pete with his laptop, and had to smother an inappropriate chuckle.

The Doctor obviously caught it anyway. "Come on," he muttered, stalking away.

Feeling strangely like a scolded schoolboy, Spencer trailed along behind. It hadn't escaped his notice that the Doctor hadn't answered his question. Neither had Jack, really. Lengthening his stride, Spencer put himself exactly halfway between the other two.

The three men walked in cool silence for about five minutes. They slowed as the rough semblance of a path that they had been following finished abruptly at the edge of a cliff overlooking...

"Wow," Spencer breathed as he took in the vista. "An underground city."

"A city," the Doctor agreed. "Or a hive. Or a nest. Or a conglomeration."

Spencer shot him a look. "And when you've finished regurgitating the dictionary?"

The Doctor leaned in, holding out a finger to sketch across features of the alien landscape. "It looks like it was grown, but there, do you see? They're like paths..."

"They all lead into doorways, or archways." Spencer looked at the Doctor, eyes wide with excitement. "Looks deliberate to me."

The Doctor nodded, quietly beaming. "Exactly. Must have been some kind of life. Long ago."

Spencer felt his excitement ebb away. "They're gone," he whispered.

"End of time. Everything's gone now, or going. All the great civilizations, washed away." He tipped his head back, and Spencer felt himself automatically looking up as well. "This night? Will never end. All the stars have burned up and faded away."

"They must have an atmospheric shell." Spencer started slightly -- he was so used to it just being him and the Doctor, he had forgotten Jack, standing quietly beyond the Doctor. As Spencer winced a smile of apology, Jack kept talking. "We should be frozen to death."

The Doctor's hand was warm on his shoulder, suppressing Spencer's sudden urge to shiver. "Well, Spencer and I, maybe. Not so sure about you, Jack."

The silence dragged on, and Spencer had to look away, back to the hollow, empty city. "Hang on. This city or hive or whatever looks abandoned. But who made this atmospheric shell...and why is it still running?"

The Doctor snapped out of his staring contest with Jack. "Good questions, good questions..."

Spencer edged closer to the Doctor and bumped shoulders gently. "You don't know, do you?"

The Doctor fixed Spencer with a look that only made Spencer's grin wider. "If there's one thing I've learnt, Spencer, it's that if there is a way, life will find it. Always fighting and clinging to survive."

Jack cleared his throat. "Like him?" The Doctor and Spencer turned as one to follow the line of Jack's finger. Way below them, at the edge of the city, a tiny pale figure was streaking across one of the pathways. As they watched, a mob crested the small hill and sped across the dust in pursuit.

The Doctor frowned. "Is it just me or does that look like a hunt? COME ON!"

Spencer could barely remember the head-long sprint down the slope -- only fragments, like mental snapshots of the moment. The crunch and slip of the gravel under his feet; Jack's exultant laugh of joy as he overtook Spencer; the burn of his lungs in the too-thin atmosphere.

Things sped up back into real time as the running survivor slammed into the Doctor and Jack. Spencer skidded to a halt, dropping to one knee as Jack raised his pistol and fired three warning shots up into the black, silent night.

Everyone froze for a second, and by the light of the torches, Spencer got his first good look at the pursuers. "Fuck me, what are they?"

"There's more of them," the survivor panted, tugging at the Doctor, trying to get away.

The Doctor held on. "It's okay, I've got a ship, its not far away, just over there."

With perfect timing, a second group of tattooed freaks swarmed over the hill from the direction of the TARDIS. Spencer looked back at the first group, saw them edging forward with vicious, hungry moves.

"We've got to get to the silo,” the stranger babbled. “If we get to the silo, then we're safe!"

"Silo?" The Doctor asked.

"Duh," Spencer spat back. Then they were running again, followed by the terrible roar of the pack.

The path narrowed between two hills, became strewn with rusted debris. "It's the Futurekind," he heard someone yell as ahead of them a giant mesh fence loomed.

"Show me your teeth!" Someone else bellowed. Spencer hit the fence next to the Doctor as the order was repeated.

Spencer looked around in confusion. They were being chased by refugees from a Mad Max film, and someone wanted to check his teeth?

The Doctor grabbed Spencer’s shoulder and shook him. "Show him your teeth." Spencer pulled his lips back, blinking as a bright light was shone in his face.

"Human! Let 'em in!" The gate beneath Spencer's fingers was swung back, and the four of them tumbled gracelessly through the tiny opening. The crack of automatic fire shattered the absurdity of the moment, snapping Spencer back to the basic facts of his situation. He was at the end of the universe, and there was a ravaging mob between them and the TARDIS.

Right.

Another crackle of machine gun fire threw up sparks on the stony ground. Spencer was strangely glad that the press of unwashed bodies around him meant he could see or hear little. But something had happened, because as one, the soldiers relaxed, shouldering their weapons and loosening up their formation.

Spencer found Jack first, then the Doctor a little further ahead. As Spencer fell into step with them, he heard their new friend talking to the head guard. "My name is Hadrafet Shef Khan. Tell me, just tell me. Can you take me to Utopia?"

"Yes sir. Yes I can."

Spencer frowned. Utopia?

* * * * *

They were ushered inside and down a length of decrepit, institutional corridor. Once again, Spencer began to wonder whether this was really 'the end of the universe.' In his mind, he suddenly recalled an episode of Buffy that Jon had made him watch on DVD: What's the plural of Apocalypse?

Spencer looked up from his meandering to see the Doctor looking back at him with a concerned expression. Spencer forced a bright smile, and the Doctor turned away slowly, obviously unconvinced.

"...a big blue box," he was saying to the soldier who had brought them in. Spencer didn't envy the man -- he was being talked at from both sides, the two conversations looping into each other.

"...very important..."

"...my family..."

"...big, blue..."

"...the Shef Khan's, can you help me?"

Spencer drifted around Jack as arrangements were made. If he had learned anything travelling with the Doctor, it was that sometimes you just had to chill.

Spencer jumped, turned, and glared as the solider bellowed "Passenger needs assistance!" He could see Jack suppressing a smirk, and with ruffled dignity, Spencer ignored him. He could do chill, even with soldiers bellowing and...small children.

He watched with mute amazement as a tiny child, probably eight years old at best, flipped pages on a clipboard with brisk efficiency. "Name?"

Spencer let himself be pushed aside as Hadrafet bustled over to search the lists. Sensing movement, he looked up as Jack appeared at his side. "I guess child labour laws didn't make it this far."

Jack laughed as the small child rolled his eyes and treated Spencer to a passable bitchface. "I'm old enough to work. Come on."

* * * * *

Spencer rubbed the smooth edge of the credit-card sized chit that had been pressed into his hands as he had been herded with the others down into one of the narrow, crowded corridors that radiated off the military zone.

He winced, pressing the back of his hand to his nose as the smell hit them like a fist. Peering into the foetid gloom, there was only person after person huddled against the wall, as far as he could see. Wincing, Spencer glanced at the Doctor, Jack a solid presence in dark blue behind him. "What is this place?" he asked.

"Don't know," the Doctor said, beaming. "Refugees, escapees, whatever. Don't you see -- you survive. You humans, you always survive. This is you, despite it all. The fundamental human."

Spencer craned his neck and caught Jack's eye. "Was he insulting humans again? I couldn't quite tell."

Jack's eyes flashed bright in the dim lights. "I think that was actually a compliment."

"Oi," the Doctor said, his dancing grin contradicting the warning in his tone. "Be nice, Spencer Smith. I am. I mean, look around you." Lengthening his step momentarily, he pushed up against Spencer's back, hands resting lightly on Spencer's arms. "This is the true human race. Indomitable, that's what you are." He squeezed lightly as he twisted around and brushed past Spencer to take the lead. "Indomitable."

Spencer licked his lip and tilted his face back slightly to address Jack. "End of the Universe, kid in a toy store..."

Jack laughed. "Now, now, Spencer, don't tease the happy Time Lord."

Spencer barked with sudden laughter. "I like you, Harkness," he said, waltzing on the spot to walk backwards for a moment.

Jack winked. "I get that a lot."

From the front of their little procession, Spencer heard the Doctor snort. "Come on, you two. End of the world first, gossip later."

Tossing back a wink of his own, Spencer jammed his hands in his pockets as he swung around and sped up slightly to catch up to the Doctor and their two local hosts.

He was just in time to see a woman stand up at the sound of the Shef Khan name. Slowing to a halt, Spencer sucked on a tooth to hold at bay the bittersweet smile that threatened to explode as mother and son were reunited. "And they all lived happily ever after," he said quietly to no-one in particular.

"Well, at least until the Universe goes crunch." Jack shrugged unrepentantly as Spencer glared at him.

"I take it back," Spencer said with as much petulance as he could muster. "I don't like you."

Jack poked his tongue out and Spencer couldn't stop the giggle that escaped.

"Stop it," the Doctor said over his shoulder. "Come give us a hand with this." As Jack and the Doctor began talking about codes and deadlock seals, Spencer balanced himself on tiptoe, trying to see through the tiny, grimy porthole window set into the metal door.

"What is... _gah_!" His flailing arms were caught as he was hauled back in from the precipice that had opened up beneath him as the doors had slid open. "Holy fuck..." he breathed as he tried to calm his racing heart. As his pulse settled, his eyes started to make sense of what he was seeing. "Holy fuck," he repeated. "It's a giant _rocket_."

On either side of him, Jack and the Doctor were craning to look at the giant machine. "They're not refugees," the Doctor said quietly. "They're passengers."

Spencer blinked. "Can you take me to Utopia -- remember, that's what Hadrafet asked, when we got here. Utopia."

The Doctor looked down at Spencer and beamed. "The perfect place. Oh, humans. One hundred trillion years, the same dream."

On his other side, Jack shifted his feet for balance, to better look down the length of the shaft. "Do you recognize those rockets? It's not rocket science, whatever it is."

Spencer held his hand out flat over the void. "Hot though."

"Boiling," the Doctor agreed as he tapped Spencer's arm. Taking the hint, he scooted backwards. The doors hissed as they sealed.

"But if the Universe is falling apart, what does Utopia mean?"

Before anyone could answer, a man dressed in a smart white shirt and waistcoat number appeared at the Doctor's side, beaming genially. Flicking his hand between the Doctor and Jack, he settled on Jack. "The Doctor?"

Spencer and Jack pointed as one at the Doctor. "That's me," the man in question responded.

The reaction was electric. "Good!" the old man cried. "Good!" Scooping up the Doctor's hand, he began to tow him back down the corridor, chanting 'good' with every step.

"Good, apparently," the Doctor said with a grin as he was towed around the corner.

Spencer raised an eyebrow at Jack. Jack bowed with a flourish and gestured for Spencer to lead the way. With a little more dignity, they followed.

* * * * *

The walked in single file through the maze of corridors and down seemingly endless flights of rickety stairs, the old man leading the Doctor, with Jack pulling up the rear.

The air was foetid, stifling and still as they were led in a rush through an airlock and into a _proper_ mad scientists lair. Spencer stopped just inside the door and tried not to stare at the cool blue girl with the antenna who was waving a shy hello.

"Chan. Welcome. Do."

Spencer could just see Jack's superior little grin out of the corner of his eye. Spencer ignored him. He'd played Time Square and the Martian Hilton. If Jack thought an alien in a labcoat was going to throw him, then Jack had a lot to learn. "Hello. I'm Spencer. And you are?"

The pretty alien -- and she was pretty, beyond the exotic alienness of her features -- bobbed her head. "Chan. Chantho. Do."

Next to him, Jack reached out a hand. "Captain Jack Harkness."

He'd barely finished speaking before the Doctor's warning "stop it" floated over. Spencer glanced over his shoulder to see the Doctor, be-spectacled and interested, leaning over one of the jumbles of technology that spilled out across the room.

"Can't I say hello to anyone?" Jack protested. Spencer was so close he could almost feel Jack moving into flirt overdrive, like some kind of silent, stupid protest. There was something going on between those two, Jack and the Doctor, something weighted with history that was driving them to push and _push_ at each other.

Spencer stayed where he was a moment longer as Jack dove with forced cheer into the fray, slinging his pack into what looked remarkably like the living area back on the bus. Chantho had drifted away as well to stand next to the older man who had dragged them in. Spencer studied them for a moment, feeling a strange kind of sympathy for the mismatched pair. Then Jack strode across the room, cutting off Spencer's view momentarily, breaking the spell.

Deciding that it was a case of too many cooks out by the machine, Spencer wandered over to sprawl on the couch. His foot kicked Jack's backpack, and something inside made a wet clink, like it was full of bottles of beer. Spencer bit his lip for a moment, before deciding that being chased by cannibals at the end of the world made them sufficiently good friends for him to open up the bag and take a look inside.

Spencer tugged open the drawstring top, blinked, then pulled out the clear glass canister inside. "A hand," he muttered to himself. The fingers danced with the fluids inside, and for a brief moment it looked like the hand was _waving_ at him. "A hand," Spencer said more loudly. He turned and found Jack. "Hey," he called. "Hand, in a jar, in your bag! Should I be worried?"

He added the last part hurriedly, trying to lighten the suddenly bizarre mood. But things took a right turn back into weird as the Doctor adjusted his glasses and blinked. "Hey, that's my hand!" he declared.

Jack, at least, had the grace to look abashed for a brief second before the mask of cool smugness settled again. "I said I had a Doctor detector."

Chantho, at least, didn't seem to think this normal. Spencer let himself wonder for a split second how it came to be that he was sharing the same opinion as a blue-skinned alien. "Chan, is this normal for your people, do?"

Spencer put a hand on his hip and fixed the Doctor with a steely glare. "Well, not for my people, but some of us like to do things a little _differently_. Obviously."

The Doctor looked up and just as quickly looked away from Spencer's unspoken question. "Long story."

"Summarize," Spencer snapped icily.

"A few years ago, I lost my hand in a swordfight on an alien ship that had come to invade." The Doctor tilted his head to the side. "Yeah, that's the main points."

Spencer puffed out his breath, blowing his hair out of his eyes. "You'd be great at doing Readers Digest versions, you know. But question: one, two..." Spencer counted, pointing at the Doctor's hands. "Three." He tapped the jar with his fingernail, setting it ringing like a wineglass. "What, did you just grow another hand?"

"Yeah,” the Doctor said with a smug little grin.

Spencer set his jaw and refused to rise to the bait. "You? Are a smug bastard," he said quietly and calmly.

The Doctor's fingers wiggled as he grinned cheekily. "Hello."

The Professor cleared his throat nervously. "May I ask, what species are you?"

The Doctor sat back, all playfulness gone from his manner. "Time Lord. Last of."

The Professor and Chantho looked blank.

"Mean anything?" The Doctor gulped and sat forward again. "Legend, anything? Not even a myth?"

Spencer grinned wickedly. "Ooh, snap."

Chantho broke the awkward silence that followed. "Chan. It is said that I am the last of my people also, do."

Spencer found his attention split between the people and the _motherfucking hand in a motherfucking jar_. It might have been rude to tune out the introductions, but the way the water was bubbling around the fingers, it was like the damn thing was waving at him.

Spencer was fighting the strange, stupid urge to wave back when the Doctor almost leapt out of his seat crowing "Conglomeration! That's what I said."

Jack's voice was a hoarse whisper. "You're supposed to say sorry."

"Oh." He sat forward, suddenly contrite. "Sorry."

"Chan, most grateful, do." Alien as she was, she still looked like she was close to tears.

Spencer looked at the other men in the room, but no-one else noticed or knew what to do. The faint clink of the bubbles in the jar drew his eyes down again. Distraction.

"Sorry, but how do you grow a hand? Not even Luke Skywalker could do that."

The Doctor's smile was knowing, like he understood why Spencer had dragged the conversation back in this direction. "Luke Skywalker was both fictional and a wimp," he said airily as he stood up and took two short steps to stand before Spencer. "Whereas I am all real." He held out his hand, and Spencer took it.

Spencer turned the Doctor’s hand over, stroking the knuckles with his thumb, studying the Doctor’s long fingers for any sign of injury or forgery. He looked up and scowled mildly. "You just like mixing things up, don't you?"

The Doctor winked. "That's me."

"Chan, you are most unusual, do," Chantho cried delightedly, smashing the intimate cone that had enveloped Spencer and the Doctor as they had twined their hands together.

Beside her, Jack turned to lean with his back against an exposed beam. "What about those things outside, the beastie boys." Spencer raised an eyebrow, which Jack resolutely ignored.

"We call them the Futurekind, which is a myth in itself." Spencer drifted closer to the Doctor, listening to the Professor's tone and body language as much as to his words. There was worry there, and fear. "Unless, of course, we reach Utopia."

"Utopia?" Spencer and the Doctor spoke in perfect unison, then as one turned and glared at each other. Spencer frowned as, out of the corner of his eye, he caught Jack hiding his grin with his hand.

The Doctor gave Spencer a warning glance. "Utopia is...?" he tried again.

The Professor was looking back and forth between Spencer and the Doctor. "Oh, every human knows of Utopia, where have you been?"

"Bit of a hermit..." the Doctor began, and Spencer sensed the Doctor was moving into one of his rambling, disorientating, totally _odd_ tangents again and promptly tuned him out. From the look of it, Jack had reached the same conclusion.

As the Doctor babbled on, Spencer wondered briefly whether it should feel strange that Jack fitted in so well or not? Soon, very soon, Spencer was going to have a little chat with the good Captain.

Forewarned, forearmed, after all.

"A hermit with friends?" The Professor’s disbelief dripping off every syllable.

"Hermits United," the Doctor said with a sniff. "We meet up every ten years, swap stories about caves. Good fun, if you're a hermit. Now -- Utopia?"

The Professor gestured with a finger. Spencer smiled.

Time for some answers.

* * * * *

Spencer listened attentively, trying to follow along despite the strange names and unfamiliar terms. Chantho seemed bored, like she was listening to an old story, and Jack was nodding along intelligently as the Professor spun his tale. The basics were simple enough: a beacon, an unknown signal sent out to the last of the humans.

It was the end of the universe. It wasn't as if they had anything left to loose. So all the humans were off to Utopia in a crapped-out ride -- as soon as they got it started. That was the problem no-one was admitting to. They had a rocket that couldn’t fly.

The Doctor's voice was low and even as he reeled off the reality of the survivor's precarious existence: stuck, alone in the night, unable to escape. The Doctor pushed and pushed as the Professor responded more and more hotly, tempers rising. Beyond the Professor, Chantho hovered like an ineffectual angel, her mandibles twitching above an expression that looked an awful lot like worry and grief twisted in together.

The emotion in the room crescendo-ed. "You haven't told them yet, have you,” the Doctor stated. “That lot out there, they still think they're going to fly." The corridors packed with refugees, living tentative lives, unable to commit because of the possibility of escape. Spencer felt a sudden sharp stab of grief for them. Stuck in limbo, neither one thing nor the other.

"Well, it's better to let them live in hope," the Professor said weakly, the figure of a broken man.

The Doctor beamed. "Quite right, too!" Spencer bit back a grin. He knew what that voice meant. Jack's muted smirk told Spencer that he was no stranger to it either. Jack winked at Spencer as he scooped up the Doctor’s coat as he shed it like a skin. "And, I must say -- what was your name again? Professor Yana? This new science is well beyond me, but all the same, a boost reversal circuit must be a circuit that reverses the boost. So I wonder..." the Doctor took a hunk of wiring from the Professor's unresisting hand "...what would happen..." the Doctor's other hand pulled the sonic screwdriver out of his inside pocket "...if I did..." he applied one to the other. " _This_." With a flick of a switch, sirens sounded and red light flashed.

There was nothing for it but to give a little golf-clap. The Doctor winked and bobbed his head in a little half-bow as Yana and Chantho span around the room in shock.

"But how did you do that?"

"Oh," the Doctor drawled. "While we were chatting away, I forgot to tell you. I'm _brilliant_."

Spencer scuffed his feet against the floor. "And totally modest and humble too," he said sotto voice. Jack burst out laughing.

* * * * *

Beyond the lab, Spencer could hear klaxons sounding, heralding the imminent departure for Utopia. He worked feverishly, side by side with Chantho, as the Doctor bobbed around the room, setting people to work, barking curt orders, and generally acting like he owned the place.

Spencer was not very surprised to find it all somehow familiar. Beside him, Chantho was looking vaguely shell-shocked. Spencer favoured her with a small, warm smile. "You okay?"

She bobbed her head, her fingers never faltering as she deftly stripped out one circuit after another. "Chan, yes, do.

Spencer caught the circuit board as it tumbled loose of its surrounding web of wiring. He handed it to her with a raised eyebrow. "But?"

Chantho looked around nervously and lowered her voice slightly. "Chan. The Professor and I have been working on this circuit for many months, without success. Your Doctor achieves success in a manner of minutes. Who is he? Do."

Spencer tugged on a particularly nasty snarl in the wiring. He had no idea what it was he was doing. The Doctor just said 'untangle that' so he was untangling it. "The Doctor is...complicated." He stuck his finger into the knot and hissed as a sharp wire nicked his finger. Spencer sucked on it for a moment, and took the chance to think of a suitable reply. "He's a bit of a mystery, to tell you the truth. I think he likes it that way. But he does honestly want to help, Chantho. He's like the ultimate boy scout." He waved away her confused look. "Never mind. Let's just say he's incredibly smart, incredibly curious, and he likes using his enormous brain for good. Just let him tinker, and massage his ego every once in a while and he's happy and..." He took in Chantho's wide-eyed stare over his shoulder. "...and he's standing right behind me, isn't he." He turned and found himself almost nose-to-nose with the Doctor.

The Time Lord was grinning like a Cheshire Cat, never a good sign. "Ego's don't need to be massaged for, ooh," The Doctor raised his arm and consulted an imaginary watch. "Another half hour or so. So why don't you and Chantho take those circuits up to the flight operations centre and switch them into the C-panel." He tilted his head to take in Chantho. "Got it?"

"Chan. Yes. Do."

"Good." Beaming even more broadly, he turned smartly and sauntered away. Spencer stuck his tongue out at the Doctor's receding back.

"Chan. You really are most strange. Do."

Spencer winked as he scooped up a stack of boards. "The Doctor and me, we have an understanding. Come on."

Outside the lab, in the public corridors, it was organized bedlam. Mindful of the heavy load in his arms, Spencer threaded upstream through the crowds. "Excuse me, sorry, coming through," he muttered like a mantra.

A small smiling face appeared in his path. "Hello!"

Spencer grinned. "Hey, it's small working child."

The boy rolled his eyes, causing Spencer to grin wider. "I'm Creed, sir."

"Spencer,” he said by way of introduction. “And this lovely lady is Chantho." The boys’ eyes widened ever so slightly as he took in the blue-skinned girl, and Spencer wondered again how Chantho came to live among these refugees. She obviously didn't get out much.

"Chan, you are ready to go, do?"

Creed nodded. Spencer looked around, but no-one else had stopped with the boy. "Where's your family, Creed?"

Creed shrugged, too philosophical a gesture for a child. "Mum's gone, sir. It's just me."

Spencer felt his face crumple. "Well," he rallied. "You're off on a real adventure now, right?"

Creed's grubby face split into a grin. "Yes! My mum used to say that in Utopia, the sky was made of diamonds!"

Spencer grinned at Creed's unbridled enthusiasm. "Well, you'll get to find out soon. Go on, get on board." Creed waved and scampered off, disappearing into the crowd.

Chantho was staring at him. Spencer shrugged, feeling unaccountably embarrassed. "Kids, hey?" he muttered weakly. "Come on, they'll be wondering where they are."

They pushed on deeper into the excited crowds.

* * * * *

The trip back to the lab was easier. They were no longer swimming against the tide of people -- there were only the stragglers, soldiers and workers, left in the corridors. Everyone else was aboard.

Spencer jumped down the two steps to the main floor. "What did we miss?" He asked the room at large.

Jack walked past, engrossed in one of the clear printed boards that seemed to make up the heart of the system. "The Doctor's been in geek heaven."

"Boys and their toys," Spencer shot back, earning a lightning smile from Jack.

"Oi," the Doctor snapped without heat. "Aha!" he crowed a second later. Spencer turned to see what the fuss was about, and added his own cheer as the familiar blue walls of the TARDIS were inched through the far airlock.

"Oh, and they found his spacehopper," Jack added in the same even tone.

Spencer laughed at the scandalized look on the Doctor's face. "So," Spencer ask, clapping his hands together. "What are we doing?"

"Your favourite thing," the Doctor said, banging open the TARDIS door. He disappeared inside, reappearing a few moments later with a power cable. "Turning the dial to 11!" Spencer could have spotted the cue from orbit. He cheered, dutifully. The Doctor nodded in appreciation. "Thought you might like that."

Spencer waved the boards they had brought back from flight control. "Where do you need these?" he asked the Doctor as he passed.

Jack leaned over the rails and pointed to an empty tower of slots. "In there, just like before, but quicker."

"Has anyone told you about honey and vinegar, Jack," Spencer grouched even as he turned to obey.

"I prefer chocolate and coffee," Jack yelled after him. Spencer met Chantho's look of confusion with a blank, friendly smile. He wasn't going to even try to explain that one to an alien from the end of the universe.

* * * * *

Spencer was already at the tower, sorting the boards, by the time Chantho detached herself from the Professor's side and came to help.

Spencer hadn't been spying on them. He didn't need to, it was right there, like the proverbial elephant in the drawing room. "How long have you been with the Professor?" he asked.

"Chan. Seventeen years. Do."

Another time, another life, Spencer might have gone for subtle. He might have even left it well alone, none of his business. But it was the end of the universe. Time was in short supply. "Have you been in love with him all that time?"

Chantho's head snapped up, her little jaw mandibles covering her mouth, betraying her surprise. She studied Spencer's face for a moment, and her shock eased. "Chan. I don't think he even notices. Do."

Spencer bit his lip. "Tell me about it."

Chantho carefully took the board from his hands. "Chan. You and the Doctor...? Do."

"Well, that answers the question of whether you can have a suffix and a trailing sentence."

"Chan. You asked me, but I cannot ask you? Do."

Spencer sucked in a sharp breath of air. " To be honest, I just don't know. I mean, he's amazing, but he's....he's him. Fuck, this could just be an impressive case of Stockholm Syndrome." Chantho's look was kind but confused. "It's complicated," he finished lamely, looking over at where the Doctor was kneeling besides the Professor. "I do care for him, I can tell you that much. But anything beyond that?" He shook his head.

Hands like talons, covered in hard blue plates, rested on his wrists. "Chan." She said, soft and serious. "That is where it starts. Do."

They finished the tower in companionable silence, each lost in their own parallel thoughts.

Chantho drifted away, busying herself with another task, obviously trying to avoid another conversation. Spencer let her go, walking around a bench to put some space between them. In the corner, Professor Yana was cursing at his computer.

‘Some things never change,’ Spencer thought to himself with an inappropriate smirk. "Anything I can do to help," he asked out loud. The Professor started, like he'd forgotten Spencer had ever existed.

"Yes, yes, just hit the reboot key every time the screen goes down."

Spencer slipped into the chair. "Umpteen billion years and we still get the blue screen of death."

"Pardon?"

Spencer waved him off. "Nothing...hang on." He hit the reboot key, and the screen cleared.

"Professor?" the static-blurred face asked. The caption, in blocky writing, read 'Atillo.'

"Ahh, good,” the Professor cried. “Send your man inside, we'll keep the levels down from here." Despite helping with the system, Spencer still didn't have a clear idea of what the levels were, only that they were important. The other four seemed to understand perfectly. Spencer consoled himself with the thought that none of them could probably even hold a pair of drumsticks properly.

It was a small comfort.

The image on the screen shifted to show a red-lit chamber. Five piston-like cylinders dominated the floor. "He's inside," Atillo's voice reported over the speakers as a figure walked into view wearing something that looked damn like a radiation suit from an old film.

Spencer glanced over his shoulder as the Professor returned to hover, nervously wringing his hands as he studied the screen. The Doctor was with him, still firing off questions. "Stet radiation?" He asked. "Never heard of it."

"You wouldn't want to,” the Professor replied darkly. “The chamber is flooded with it, but it's safe for now if we can hold the levels back."

Asked and answered. Spencer watched, a lump in his throat, as the figure moved to position himself behind the first piston. Nothing to do but wait and observe.

Sirens sounded as the first piston was released. "It's rising, nought point two." He turned to glare at Jack and Chantho. "Keep it steady!"

The figure moved to the second piston. Spencer crammed his fist in his mouth to stop himself from yelling at the man to go faster, _faster_.

The siren sounded again. Then another, then another, a cacophony of bells and horns screaming the alarm. Spencer was half-out of his chair before thought caught up. There was nothing he could do but hit the damn refresh key.

He looked to the Doctor.

The Doctor was standing straight, head tilting slightly as he took in the scene. From the back of the lab, he heard Chantho yell something about the power systems, but he couldn't make it out. He looked back to the screen.

The figure was still moving at his slow, careful pace.

An alarm burped in amongst the noise and suddenly everyone was moving, slapping switches and rerouting controls. Spencer was on his feet, helpless and lost as the scientists moved like some four-bodied beast.

Spencer looked back down at the screen. The man in the radiation suit was looking around. He was aware of the danger, but he kept working. Spencer knew what was coming. Cursing himself for a coward, he once again turned his head and looked away.

He took two steps away from the terminal, catching sight of Jack, in the centre of the room, yelling about an override. Spencer moved closer to the Doctor as Jack leapt across the narrow space and tugged a power cable out of the wall. The cable sparked as Jack brought it round into contact with the lead in his other hand. Spencer didn’t have time to even shout out a warning.

When his vision cleared of all but the dark zig-zagging aftermath of the sparkling explosion, Jack was on the floor of the lab and the computer screen had collapsed into static.

Spencer froze for a split second, then he was moving, dropping to his knees beside Jack, looking for a heartbeat. "Come on, you bastard," he muttered. "You survived the vortex, you're going to let a little electricity keep you down?" Tilting Jack's jawline, he filled his lungs with air that tasted like ozone and breathed out, hard. Above him, they were having a damn _conversation_.

Jack's mouth was warm and slack and lifeless.

As he came up for another lungful, he felt a hand land on his shoulder, tugging him back. "Spencer, leave it," the Doctor murmured, gentle but firm.

Spencer pulled clear and glared at the Doctor. "He's...I've got to..."

The Doctor reached out again, caught Spencer's hand and squeezed gently. Something in his eyes stopped Spencer from trying to pull away. "Strikes me, Professor,” the Doctor said without letting go. “That you've got a room which no man can enter without dying."

"Yes," the Professor spat.

"Well," the Doctor said, taking off his glasses. On the floor, Jack's body jerked as he gasped in a painful breath -- just like he had back at the TARDIS, Spencer realized. "I think I've got just the man,” the Doctor finished with a quiet smugness.

Jack blinked up at them. "Was somebody kissing me?"

Spencer kicked him in the ribs and went back to the computer.

* * * * *

Jack and the Doctor raced off in a flurry of long coats and unbreakable confidence, leaving Spencer behind with Professor Yana and Chantho. The two scientists immediately turned back to the tangled system, fixing it for Jack's arrival at the rocket.

Spencer sat at the computer, feeling like the proverbial fifth wheel. He jabbed angrily at the console and glared at the static.

Chantho drifted over, tentatively settling into the other seat. "Chan. Are you alright? Do." she asked softly.

Spencer definitely didn't want to go there right now. "Chantho, why do you start every sentence with 'chan' and end it with 'do.'"

"Chan. To do otherwise would be rude, do." It took Spencer a moment to equate Chantho's odd little gesture as the equivalent of a blush.

"Rude...what," he thought for a second. "Chantho, we don't use 'chan' and 'do.' Is that wrong?"

She smiled softly and shook her head. "Chan. I do not mind. I am used to it. Do."

"Christ," Spencer breathed to himself. "Surrounded by the equivalent of people who use fuck as noun, verb, and adjective." He offered Chantho an apologetic little smile. "Chan. Sorry. Do."

Chantho giggled. "Chan. Please, it is fine. You have your ways and I have mine. Do." She nodded at the computer. "Chan. Have they arrived? Do."

Spencer took the hint. "That last surge must have knocked out the cameras." He punched reset again. "Doctor, can you hear me?"

"Receiving. He's inside."

Spencer raised an eyebrow. "And still breathing?"

"Oh yes."

At Chantho's side, the Professor made a noise of disbelief. "He should evaporate. What sort of a man is he?"

Spencer took a deep breath. "That's complicated. I mean, I've only just met him, but, well..." he trailed off, sighed. "You see,” he began slowly, searching for the words. “The Doctor travels through time and space, and sometimes when he leaves a place, he takes someone with him. That's how I met him. I think that's how Jack met him too." Spencer made a face at his reflection in the static-filled monitor. "God, that sounds lame. Trust me, it's much cooler than that."

Behind him, he heard the Professor shuffling around. " _Time_ and space?"

Spencer nodded, not even bothering to look around. Through the speakers, he could just pick up the echo of the Doctor and Jack conversing. He fiddled with a dial, trying to get the signal clearer. "Yeah, I know," he answered distractedly. "That blue thing? That's a TARDIS. It's his time machine. Don't diss the bodywork, he's damn protective of her."

The Professor sighed and shuffled away just as Jack and the Doctor's voices came crackling through the speakers.

* * * * *

Spencer listed to the out-and-out flirtation going on beneath the rocket. With a wry little smile, he looked over into Chantho's soft, sad eyes. "I swear those two are full of crap some days." Chantho's expression was gentle, and Spencer turned away, seeking out the Professor.

He was crossing the floor in an instant. "Professor, are you alright?" In his mind, he was running through scenarios -- heart attack? Stroke? What? He dropped down onto one knee beside the Professor and reached out to softly touch his arm.

"Time travel," the Professor creaked out, cheeks wet. Spencer relaxed a little, but not much. Beside him, Chantho made a soft, chitinous noise, like a murmur of sympathy. "They said there was time travel back in the old days," the Professor rambled on, oblivious. "I never believed...what would I know, stupid old man. Never could keep time, always late, always lost.” He reached into his pocket and dragged out a length of filigree chain. “Even this thing never worked."

Spencer froze, guts turning to ice, as the Professor produced a fob watch out of his pocket.

A very familiar fob watch.

A watch they had left on earth in the early twentieth century.

"Time, time, time," the Professor was babbling to himself. "Always running out on me." He held the watch out in front of him, like he'd forgotten it was even in his hand.

Spencer edged forward like he was approaching a bomb. "What an interesting watch," he managed, his voiced strangled and tight. "Can I look at it?"

The Professor held it out, but seemed unconsciously unwilling to hand it over. "Oh, it's only an old relic, like me."

Spencer suppressed the urge to grab it and run. "Where did you get it?" he pushed.

The Professor was sounding vaguer and vaguer, his features almost slack. "Oh? I was found with it," he said distantly, like it was a half-forgotten memory. “I was found with it, on the coast, near the Devastation. Abandoned, with only this." He tilted the watch so the carvings caught the light.

Spencer forced himself to breath evenly. It was _possible_ that the watch was handed down, from Timothy to his children, to their children, and so on, until it arrived here, at the end of the universe.

It was _possible_. But something, some deep gut instinct told Spencer this wasn't the same watch.

"How old is it?" he asked in vain hope.

"I have no idea. I think it must be old, it's definitely broken," the Professor said lightly.

Spencer knew he was showing too much interest, giving too much away. But he couldn't help himself. "Have you ever opened it?"

"Why would I," the Professor said, almost patronizingly. "It's broken. Anyway, it's stuck."

Spencer reached out and very gently turned the watch. The pattern on the other side was one Spencer would never, ever forget. There couldn't be two, could there?

"Does it matter?" the Professor asked, watching him closely.

"No," Spencer squeaked out. He cleared his throat. "No," he said more normally. "Listen, you guys have everything under control here, I'm going to give the Doctor a hand."

He turned and ran.

* * * * *

The countdown started just as Spencer skidded down a ramp and turned the last corner before the control room. He bolted into the room at full speed, barely stopping in time to avoid smashing into a bank of controls.

The Doctor was almost glowing with exuberance. "Ah," he said, spotting Spencer. "Nearly there!" He was almost chortling in geeky glee. "The footprint, it's a gravity pulse. It stamps down, the rocket shoots up! Bit primitive, but..." the rest of his sentence was drowned out by the beeping of alarms.

They moved as one to the bank of switches, cutting off the alarms. "Doctor," Spencer said, struggling for words. "The Professor...he...he's got a watch, a fob watch, same as yours, same writing, same everything. Please tell me there's only one and it’s an heirloom, please."

“What?” The Doctor's eyes were wide in his pale face. "No...no...it's ridiculous."

The last of Spencer's hope drained away, leaving only a deep, nameless sense of impending dread. "He says he's had it his whole life, but he's never opened it."

Over at the far bank of consoles, Jack made a rude noise. "So, he's got the same watch, so what?"

"It's not a watch," Spencer shot back. "It's this chameleon thing."

The Doctor was wrestling clumsily with a knot of wiring, tension writ large across every line of his body. "No, this thing, this device, it rewrites biology." He tugged furiously at the switches. "Changes a Time Lord into a human," he added.

"He has the _same_ fucking watch," Spencer hissed at the Doctor.

Klaxons sounded, and the Doctor moved to flip switches rather than responding.

Jack spoke the obvious. "But…that means he may be a Time Lord, you may not be the last one."

"Keep the levels steady," the Doctor yelled over the sound of alarms.

Spencer trailed the Doctor. "But that’s good, right?"

"Yeah, right, brilliant, fantastic," the Doctor muttered at the bank of switches. "Depends which one. They died," he said, his voice getting louder. "They died, the Time Lords."

Jack's voice was barely audible over the screeching alarms. "Not if he was human when the War ended."

The thought hung in the air a moment, fragile as glass.

"What did he say?" the Doctor asked, looking around. "Spencer?" Suddenly, the Doctor was there, furious and in his face. "WHAT DID HE SAY?"

For the first time, Spencer was truly, totally aware that the Doctor wasn't human. For the first time, he was a little afraid of the Doctor.

Something in his face must have communicated itself to the Doctor. He took half a step back, face still fierce but no longer terrifying. Spencer pushed himself off where the console bank was digging into his back and took a deep breath. "It was like when you were John Smith,” he said finally. “Even when he was holding the watch, he could barely see it. Perceive it," he added woodenly.

The Doctor’s eyes were huge in his face. "Can he see it now?"

As Spencer opened his mouth to respond, the entire base shook as the rocket lifted off the pad, filling the tiny viewport windows with blinding white light.

Spencer held onto the rails even as the shaking subsided. To one side, Jack was standing looking slightly shocked. To the other, the Doctor was hand-cranking the stupid telephone thing, trying to hail the rocket. Whatever he heard was enough to have him say "Right" even as he was moving to slam the receiver back into the cradle.

"Can we go now," Spencer asked in the sharpest tone he could manage. He just wanted to get _out_ of this place.

As if in response, the airlock hissed closed and sealed.

The Doctor's growl of frustration cut off any smart comment. Whipping the sonic screwdriver out, the Doctor attacked the seal itself, while Jack went to work on the touchpad. Spencer just tried to keep himself out of the way, useless yet again.

With a crow of triumph, the door slid open. The Doctor barely waited for a gap large enough before he was slipping through. He was already halfway up the corridor by the time Spencer had cleared the exit.

Stretching out to his full stride, Spencer caught up with Jack and the Doctor just as a tidal wave of Futurekind appeared at the far junction. Spencer felt his ankles groan in protest as the three of them skidded and turned, running back the way they had come.

Somehow, Jack took the lead, guiding them through a maze of abandoned crates and broken equipment. The orange flash of emergency lighting made everything seem distant, like a trip. Breathing hard, Spencer focused on a point between Jack’s shoulder blades and tried not to become disorientated as they jinxed and weaved between shadows and light.

The corridor narrowed, became more familiar, and Spencer put on a last burst of speed as they slammed into the sealed door to the laboratory. The Doctor was already pounding at the porthole, screaming for the Professor. Spencer half-collided with him, his shoulder bouncing painfully off the steel frame. Spencer turned with the impact, and saw the first of the Futurekind appear at the far end of the corridor.

Next to his head, the sonic screwdriver started to whine.

"So not good," he heard himself babble. "This is _so_ not good."

* * * * *

Jack pushed back from the door with a muttered curse. "Time for repair procedure number one." Spencer flung his arms up, instinctively protecting his face, as Jack drew his pistol and slammed the butt of the weapon down on the control pad. The door wheezed alarmingly and jerked opened.

The three of them tumbled into the darkened lab. Though he couldn't immediately see why, something about the scene struck Spencer as being wrong, so very wrong.

Ahead of him, the Doctor froze, like he was picking up a scent, then lunged forward.

Spencer couldn't see it, but he could hear the now-familiar sound of a door slamming. He watched in mute horror as the Doctor tried and failed to get the doors of the TARDIS open as the engines started to slowly rev.

Spencer looked around for a tool, a weapon, anything, as the Doctor started pounding impotently on the doors. Out of the corner of his eye he caught a splash of blue, and in two steps Spencer was crouched down beside the body of Chantho. There was no breath, no movement, no life. Spencer squeezed his eyes shut, his throat tight and painful, as he ghosted his hand over the curve of her shoulder in futile sympathy.

"Spencer," Jack called from beyond the workbenches and the Doctor's yells. "I broke the lock, give me a hand."

If there was one thing Spencer had learned, it was that you couldn't help the dead, but you could help the living. He left her side and dashed over to where Jack was convulsing in time to the pounding on the door he was holding closed. He eased himself into the gaps left between Jack's body and the door and pushed. His sneakers slipped over the floor, struggling to get traction. "We can't hold it long," he gasped out.

"I know," Jack panted. "Doctor? DOCTOR!"

The Doctor didn't respond, but another voice did, echoing like it was amplified. For a second, Spencer wondered where it was coming from. Then he realized -- it was coming from inside the TARDIS. "Hello, hello, hello?” the voice said, moving through intonations. “Anyway, why don't we stop and have a nice little chat where I tell you all my plans and you work out a way to stop me I _don't_ think," the voice spat out in one run-on sentence.

Spencer frowned at the stained metal inches from his face. That voice, it rang a bell, somewhere deep in his memory. But, this was the end of the universe, it was impossible...the door bucked and opened an inch, and all Spencer could focus on was keeping the cannibals on the other side of the steel door.

The next sound that registered over the screams outside was the TARDIS dematerializing. "DOCTOR!" he screamed, his voice twinned with Jack's. Spencer twisted and pushed his back up against the door, struggling for purchase. "SHIT, STOP HIM! _DOCTOR!_ "

It was no use. When he looked up, the TARDIS was gone.  



	17. The Sound of Drums

**Summary for the Chapter:**

> Spencer froze. The TARDIS was gone. The TARDIS was gone.

Spencer froze. The TARDIS was gone. The TARDIS was _gone_.

"SPENCER!" Someone was shouting his name, and reality snapped back, the stink of the lab, the screams of the Futurekind outside, and the warm scratch of the Doctor's coat brushing against the exposed skin of his arm. "Spencer, come on, grab on, we've all got to..." Strong fingers -- Jack's, he identified -- wrapped around his wrists as the sonic screwdriver whined. "Okay, ready, here we go!"

The world went white.

Spencer staggered into a brick wall, groaning as his insides tried to make a break for freedom. "Holy fuck," he gasped, gagging.

"Time travel without a capsule,” Jack slurred. “It's a killer." Spencer fought to lift his head as the Doctor came up to him, a dark brown blur.

"Becoming a habit," Spencer muttered to himself as he forced the world back into focus. Already, the nausea was clearing, the pounding migraine becoming merely unbearable. "Just please, not ‘69 again."

He heard Jack snort. "Come on," the Doctor said, leading the way out of the alley.

Wincing, Spencer stepped out of the shadow between the two buildings and followed Jack and the Doctor up the street. The two men were striding away, apparently already recovered, but all Spencer wanted to do was sit down, maybe drink something. He planted himself on the sidewalk. "Guys," he called. "Guys!"

The two men stopped, turned. Jack looked a little surprised, like he'd already forgotten Spencer was there.

Spencer crossed his arms over his chest and glared back. "This way." Without waiting to see if they'd follow, he turned down a side street and into an open plaza. The sun was warm on his face as he sprawled across something that might have been a seat, might have been modern art.

"Spencer? Are you okay?" The Doctor cast a shadow across his face.

Spencer realized he'd closed his eyes. "Sit down, you're blocking the sun."

The Doctor made a face, but complied. Jack was already arranging his coat around his legs, perched on another piece of twisted steel. "He's right, you look a bit pale."

"No TARDIS, no capsule, however many centuries, and I last ate halfway across the galaxy during, what, the Jurassic?" he snapped. The picnic with the dinosaurs seemed a long time ago, in every sense.

The Doctor settled himself next to Spencer. "So that explains pale _and_ cranky."

Spencer reached over and gently thumped the Doctor's leg. "Can I just repeat for the hard of thinking: No. TARDIS. The Professor's got it, which means he could be anywhere. And what was with that voice trick at the end? It sounded familiar..."

Jack leaned forward, resting his elbows on his knees. "The Professor was a Time Lord,” he explained with only a brief sideways glance at the Doctor. “That means he can regenerate." At Spencer's baffled gesture, he elaborated. "He can change everything -- his voice, his face, his body. New man."

"Great. So he can be anywhere in time and space, looking like anything. Makes needles and haystacks look simple."

The Doctor sighed. "I'll know him. Moment I see him. Time Lords always do."

There was nothing to say to that, so they said nothing. A minute passed, each of them lost in their thoughts.

Looking around, Spencer noticed the posters. "At least we know when we've landed." He nodded at the weather-tattered splashes of black and white. "UK, around the elections." Jack's head snapped up, and Spencer glared at him before he could open his mouth. "Yes,” he said witheringly. “I know about the UK elections. Shocking, huh -- an American paying attention to international politics."

"No," Jack breathed. "The voice…I know that voice."

Behind them, a cheer rose up. Leaping to his feet, Spencer moved to catch up with Jack and the Doctor. On the jumbo screen in the square, a news bulletin was playing, drawing the attention of the growing crowd. "...Harold Saxon has returned from the palace, and is greeting the crowds inside."

"It's him," Jack was saying weakly. "That voice, it's Harold Saxon."

On screen, the newly elected Prime Minister of the UK was waving to the assembled journalists and TV cameras. Spencer looked to the Doctor. "That's him. He's Prime Minister. The Master is Prime Minister of Great Britain."

Above them, the giant screen broadcast the new leader kissing his wife for the camera. Out of the corner of his eye, Spencer saw the Doctor's jaw drop.

Ignoring him, Spencer focused on the screen as Saxon stepped up to the forest of microphones. "This country has been sick,” he proclaimed. “This country needs healing. This country needs medicine. In fact, I'd go so far to say to say that what this country needs, right now...is a Doctor."

The giant faced beamed down the barrel of the camera. Around them, the crowd broke into deafening applause.

Spencer was used to noise. He'd learned to read lips. Drowned out by the cheering, he watched the Doctor swear.

* * * * *

Spencer watched the corridors nervously as Jack flicked through the keys on the ring. "Hurry up."

Jack made an annoyed sound as he slid the key into the deadlock and pushed open the heavy door. "Mi casa e su casa," he said with a theatrical little bow.

"Yours?" Spencer asked curtly as he stepped over the threshold and made an immediate beeline for the kitchen. It had been a long day.

"A friends," Jack replied just as shortly as he locked the door behind them.

"They won't mind us crashing here?" The fridge was white, clean, and barren. The freezer looked more promising. Spencer made a face as he discovered a small sealed box of coffee on the shelf inside the door. A quick glance around the immaculate kitchen revealed the necessary equipment, and he was tamping grounds into the expensive looking coffee machine by the time Jack wandered in. "And me stealing their coffee?" He was feeling slightly guilty, making himself so at home, but -- well, his last caffeine hit in had been in the seventeenth century. Addiction was beating out good manners.

"Don't see why," Jack said, carefully relaxed as he leaned against the edge of a counter. "Hard to mind anything when you're officially dead."

Spencer stopped cold. "What?"

Jack grinned his Cheshire grin. "Long story."

Spencer threw up his hands. "No. Just...no. One mystery at a time, and Saxon...the Profess...the..." He trailed off. "Whoever the fuck that guy is has priority. Now where are the cups?"

Five minutes later, Spencer walked into the front room juggling three mugs. "Shit...oh _careful_. Here, take it. Fuck, what do I look like, the fucking teaboy?"

"He's prettier," Jack smirked, apropos of nothing.

Spencer ignored him. "Come on," he asked as he perched himself on the edge of the sofa and blew gently across the surface of the hot liquid. "For $500 dollars, the mystery man is…?"

"Harold Saxon," the Doctor said, yielding the chair in front of the computer to Jack as he carried his own mug of tea over to sit next to where Spencer was perched.

Jack took over, listing Saxon's many accomplishments, spanning years, as on the table the laptop screened a slideshow of PR images.

"So, what?" Spencer asked, taking a sip of his coffee. No milk, plenty of sugar, it was like manna. "He took the TARDIS, arrived before us, and started gearing up?"

Jack was nodding. "He could have been holed up for decades."

"No." Spencer looked down at the Doctor's hands, long fingers wrapped around the mug. Such a normal thing to look at. "When he took the TARDIS, the only thing I could do was lock the co-ordinates,” the Doctor explained. “He could only travel between the year hundred trillion and the last place the TARDIS landed."

"Here and now," Spencer chimed in.

Jack raised an eyebrow. "Leeway?"

"Eighteen months? Tops. The most he could have been here for is eighteen months." He leaned forward, eyes fixed on the screen. "So how's he doing all this? The Master was always sort of...hypnotic, but this is on a massive scale."

Jack shrugged and tilted his mug reflectively. "Hell, I was gonna vote for him."

"Really?” the Doctor asked, sounding honestly surprised. “I thought con artists were good at spotting scams."

Jack winked at Spencer. "I think you're rubbing off on him."

"No, seriously," The Doctor pressed. "Why? What were his policies, what did he stand for?" He looked between Jack and Spencer. "Do you know?"

Spencer ran a finger reflectively around the edges of his mug, thinking. "I know everyone said he was popular, even in the States." He tapped out a tattoo on the edge of his mug. "Well-liked."

Jack nodded. "Like you could trust him. He used to give speeches about..." Spencer shifted the rhythm into a pattern as Jack gathered his thoughts. "Stuff. Good stuff, though."

The Doctor reached up and laid his hand on Spencer's arm. "What's that? That tapping?"

Spencer stopped. He hadn't really even been aware he had started. "Dunno. Rhythm that's been banging around my head since we landed." He tried for a smile. "I'm probably still echoing from re-entry." The Doctor was staring, expressionless. "Spencer's a drummer," Spencer said slowly, his voice gently mocking. "Remember?"

The Doctor's reply was cut off by a shrill bleating from the computer. "Our lord and master is speaking to his kingdom," the Doctor muttered as he dove for the remote.

Spencer shifted for a better view as the television crackled into life. The face was vaguely familiar from a lifetime ago, but Spencer knew he would never forget that voice now. As the voice began to speak of alien visitors, Spencer drifted to his feet, feeling more clearly the strange pull of the Master now that he knew it was there.

The announcement of a new race of aliens caused Spencer to raise an eyebrow. "And this is a good thing?" he muttered and was quickly shushed. Pulling a face at the back of the Doctor's head, he nevertheless forced his attention back to the screen."

"...Tomorrow, we take our place out in the Universe. Every man, woman and child. Every teacher, and chemist. Every lorry driver and farmer." This time, Spencer's attention was riveted to the television. Rambling was obviously a species-wide trait amongst Time Lords. "I don't know," the voice went on. "Every drummer?"

Spencer rocked back in shock as Jack and the Doctor swung around to stare at him. Then the Doctor was moving, diving over to the television and dragging it away from the wall. Spencer stared, open-mouthed as the Doctor fell back. The explosives behind the TV were piled up like in a Road Runner cartoon.

His mug slipped from between limp fingers and shattered on the floor.

"EVERYBODY OUT" The Doctor roared. Spencer didn't need to be told twice. He careened out the passage and down the stairs. The cool outside air touched his face for a moment, then all Spencer could sense was heat and noise and fire.

* * * * *

Spencer lay on the pavement, gasping for breath. The air smelt of smoke and ash.

"Spencer? Jack?"

"I'm okay," he heard Jack gasp somewhere up to his right.

Spencer raised his own arm and waved it wearily. "Present and accounted for. Barely." A strong hand latched onto his own, and helped pull him to his feet. Spencer nodded his thanks at Jack as he dusted down his jacket. "Good thing your friend is _officially_ dead, otherwise they'd be pissed at you."

Jack's grin was a little wobbly. "I'd just have to make it up to them."

Spencer laughed shakily, trying to get a handle on the souring adrenaline, the fear and confusion that was threatening to devour him from the inside out.

"Shh," the Doctor snapped, his coat-tails flapping. "Listen."

Spencer froze. Sirens, some distance away still, but fast approaching. "That was quick," he offered weakly.

"Too quick," the Doctor said, eyes bright as he looked around.

Jack got there first. "Oh come on, he's been PM a _day_ and he's already got the Secret Police out?"

Spencer was already moving, looking down the line of cars. "He had that bomb rigged quick enough. Doctor!" He held out his hand and easily caught the sonic screwdriver as it was tossed over to him. With deft moves, he adjusted the rings and pointed it at the lock on the drivers' door. The little button popped. "Get in," he snapped.

The Doctor beat Jack to the front passenger door, bundling up his coat as he folded his frame into the narrow bucket seat. "Why are you driving?" he pouted.

"Because you can't," Spencer shot back as he applied the sonic screwdriver to the ignition. Tossing the device into the Doctor's lap, Spencer put the car into gear and pulled out. As he turned at the first corner, he caught a glimpse of flashing lights in the rear view mirror. Then they were out of sight.

"So," he asked into the sudden silence. "Where to, Miss Daisy?"

* * * * *

In the end, Spencer just drove, choosing turnings at random, no destination in particular. Behind him, he could feel the edge Jack's stare as the man focused on the Doctor.

The Doctor was looking out the window, seemingly unconcerned, just another bored passenger waiting for journey's end. Something about the set of his shoulders warned Spencer off trying to fill the silence. He kept his foot on the gas and just drove.

As the scenery outside shifted from rundown houses to an industrial estate, a low beeping filled the cabin. "What's that?" Jack asked almost too-quickly.

Spencer tapped the glass covering the dials. "Still got half a tank of gas..." he looked around the cabin. "SatNav? Why's it..." he paled as his treacherous brain followed the chain of logic through to its inevitable conclusion. "SatNav hooked up to the security system?"

The engine cut off. The car coasted for a few more feet on momentum before rolling to a stop. Jack already had his door open. Spencer heard the locks click, the open door clattering madly as the lock tried to engage.

Jack reached in through the opening. "Come on!"

The Doctor was already jabbing at Spencer's seatbelt, hauling him by the arms and pushing him through the narrow gap between the two front seats. Jack was standing, legs akimbo, braced against the door as it were in danger of slamming shut.

Spencer fell out of the door awkwardly, falling to one knee on the gravel. He rolled automatically with the movement, clearing a space for Jack to haul the Doctor clear.

Without a word, the three men ran away from the car, heading instinctively towards the cover of a nearby underpass. The path emerged at the edge of the housing estate that backed onto the industrial park.

"Fuck," Spencer swore, breathing heavily as they slowed to a less-conspicuous walk. "Bombs? Police? The fucking _sat-nav_? What _else_ has he got his claws into?"

Jack’s pocket started ringing. Jack raised an eyebrow as his hand slipped beneath the dark heavy material. "You _had_ to say it, huh?" He flipped open the slim device. "No number," he remarked before looking up at the Doctor with a raised eyebrow. Receiving no direct answer, he flipped open the phone and gingerly raised it to his ear. "Hello?" He paused, listening. "It's for you."

The Doctor took the phone. "I'm here."

* * * * *

The Doctor stalked away, voice pitched too low for Spencer and Jack to overhear. "Jack?"

"Yeah?" he answered distractedly, eyes pinned on the Doctor, trying to eavesdrop.

"If I ask a straight question, will I get a straight answer?"

Jack seemed to give up on listening in. "Depends. What's the question?"

"What the fuck is going on? I mean, I know about the Time War, and I know about the chameleon circuit, and I know all that...but..." he trailed off, frustrated at his inability to express it all in base words. Ryan was always better at this -- he felt his eyes go wide as he remembered. "Fuck, Ry..." he fumbled in his pocket for his sidekick, flipping it open with his thumbs.

Jack's big, warm hands closed over his, closing the screen back down. Spencer tried to tug away, but Jack held firm. "Spencer," he hissed. "Spencer, _think_. He was in the flat, in the car, hell, he'd tapped into the phone network. Do you really think he'll leave anyone you care about alone out of the _kindness of his hearts_?"

Spencer froze.

Jack pressed on remorselessly. "No, he's been here long enough. He'll find out who you are -- he'll dig and dig, have his spies pull every last bit of information on your life, here and now. He already knows how to hurt you here, Spencer. _Don't give him the opening_." The last was a low, vicious whisper.

Spencer eased his sidekick out of Jack's grip. Pressing the power button, he waited until the device went dark before slipping it back into his pocket. Jack nodded, approval tinged with sympathy.

Side by side, they drifted after the Doctor as he walked towards a row of run-down shops set into the concrete like teeth. Spencer wasn't sure he wanted to hear what the Professor -- Saxon -- the other Time Lord had to say. The Doctor glanced over at them and jerked his head once. Spencer followed Jack to stand by the Doctor's side. The Doctor nodded towards the shop front.

For a moment, all Spencer could see was their reflection in the window. Then his eyes adjusted, and he saw the televisions in the display, showing grainy mugshots of their faces.

On a news bulletin.

Oh crap.

He and Jack were both half-turned from whatever security camera took the photo, Spencer's beard hiding his features further. But the Doctor's profile was sharp and clear.

"What now?" he asked listlessly, unable to take his eyes off the screen as the public warnings and lists of their supposed crimes scrolled across the bottom of the screen.

"We've nowhere to go," Jack added.

The Doctor was silent. "Doctor!" Spencer repeated.

"We run," the Doctor said, sounding as shaken and tired as Spencer felt. But he was right.

They ran.

* * * * *

Darkness was closing in as Spencer walked down the street, hugging the wall where the shadows were thickest. His mugshot, now repeating on the news bulletins every fifteen minutes, was grainy enough that people didn't look twice -- especially if he kept his head up, a blandly cheerful smile on his face.

Besides, fugitives didn't stand around openly buying fish and chips, did they?

Spencer tried to surreptitiously look around, paranoid about every shadow and shape looming out of the dusk. As quickly and as smoothly as he could, he changed direction, crossed the street, and dove into the maze of rusting machinery that was the major feature of the abandoned warehouse they were currently calling home.

The other two men were as he had left them -- Jack pacing around the makeshift desk the Doctor had set up, the Doctor peering intently at the tiny laptop he had brought with him from the flat.

"What's the latest?" Spencer asked, handing them each a greasy, salty packet.

Jack nodded his thanks as he accepted his supper. "We’re tuned into the news and government frequencies, but it seems to be all Saxon, all the time."

"Lah lah lah," Spencer finished in a singsong tone as he claimed an old cable reel as his own and began to unwrap his dinner. Jack sat down opposite as silence descended once again.

Spencer shot Jack a meaningful look. Jack returned it with interest. Spencer raised an eyebrow. Jack gave a little nod of his head.

"Will _one_ of you just ask?" They both jolted and turned to stare at the Doctor. "I'm getting a sore neck just watching."

"Okay," Jack drawled with a sideways look at Spencer. "I'll start. Who is he, and how did the ancient society of Time Lords create a psychopath?"

"And how do you know him?" Spencer added.

"We were friends, at first," the Doctor replied in answer to both their questions.

"But then...?" Spencer pressed.

This time it was the Doctor who raised an eyebrow. "My life is not the plot to one of those songs you sing in the shower, thankyou."

Jack grinned, but came to Spencer's rescue. "But all the legends of Gallifrey make it sound so perfect, yet it produced that?"

The Doctor waved a chip in the air as he made a non-committed noise. "Perfect to look at, maybe."

Spencer bit a chip in half with a vicious chomp. "Great PR job there."

"Oh, they didn't have to do PR about Gallifrey itself. It truly was beautiful.” The Doctor took on a far-away look. “They used to call it the Shining World of the Seven Systems. And on the continent of Wild Endeavour, in the Mountains of Solace and Solitude, there stood the Citadel of the Time Lords. The oldest and most mighty race in the Universe. Looking down on the galaxies below. Sworn never to interfere. Only to watch."

Spencer sighed but said nothing. It was so rare to hear the Doctor say anything about his home, but when he did...in his minds eye, Spencer saw the mountains and the city. Spires and shiny streets, nestled in crisp clear mountains. He sighed again, silently, as the Doctor leaned back and continued to speak of his home.

"Children are taken from their families at the age of eight, to enter the Academy. That's where it all began. When he was a child. That was when the Master saw eternity."

Spencer leaned in as the Doctor's voice dropped slightly, became more intimate, more secretive. "When he was a novice, the Master was taken for initiation. He was put before the Untempered Skin, a gap in the fabric of reality. We can see into the Vortex. We stand there, eight years old, staring at the raw power of Time and Space. Just children."

Spencer looked down at his hands. At eight he was -- what? Still dressing up as cartoon characters on Halloween, playing video games in his bedroom with Ryan. Eight years old, and sent out into the Universe. He closed his eyes, and in his imagination he could see it all, in perfect, vivid detail.

The Doctor continued in that same low, intense tone. "Some would get scared. Some would run away. And some would go mad."

Spencer's eyes snapped open as the Doctor cleared his throat and rustled in the paper for the last fragments of chips. "What about you?" he asked hoarsely.

The Doctor grinned. "I ran away. And never stopped." He winked, and Spencer couldn't help but smile even as he shook his head.

Jack's watch beeped, breaking the last fragments of the spell of the Doctor's story.

* * * * *

Whatever Torchwood was, Spencer got the very distinct impression that it wasn't good.

Nifty logo, though.

Spencer stayed well clear of the pissing match going on between the Doctor and Jack as they argued, the Doctor fierce, Jack almost pleading, like a small child before a distant father. Spencer now knew that Jack ran Torchwood, and the Doctor didn’t approve. Beyond that was yet more history that Spencer didn’t know, couldn’t understand.

He blinked at the mention of Canary Wharf. He knew about the destruction there, everyone did. Was the Doctor involved? And...didn't Jack ask something about a...a girls name? On the list of the dead, way back at the end of time? Spencer blinked away the questions as the screen flashed to reveal a handsome woman sitting behind an imposing desk. Now was not the time, but later? Spencer drifted closer as the video began to play.

"I've programmed it so that if I do not return to my desk by twenty two hundred, then this video will be emailed to Torchwood. If I'm not back, it means I'm..."

Spencer made a face but said nothing. This wasn't real, it was too cliché.

"I've attached the Saxon files. Take a look at the Archangel network. That's where it all started, when Harold Saxon became Minister in charge of launching the Archangel network."

The Doctor shifted slightly as the video ended. "What's Archangel?"

"Best phone service on the planet," Spencer said, pulling out his Sidekick. "FBR signed us all up under a special package." He tucked his hands back into his pockets as the Doctor took his Sidekick and began to study it. "Isn't it the most subscribed network on the planet or something?" he added, looking at Jack.

A few taps on the keyboard had an animation spinning across the screen. "Yeah...here, the Archangel cell phone network. Fifteen satellites -- it’s now at the point where most of the big companies just hire space on Archangel. You make a call, more than likely it's passing through Archangel."

The Doctor had Spencer's phone opened up, and was digging in his breast pocket for the sonic screwdriver. "It's in the _phones_ ," he growled as the sonic buzzed into life. "Oh, I said he was a hypnotist! Wait...wait..." the Doctor wrinkled his nose and bashed the Sidekick on the table.

"Hey!" Spencer's protest died on his lips as his phone began to beep out a strangely familiar rhythm.

"There. There it is," the Doctor said with quiet, simmering calm. "It's everywhere. Ticking away in the subconscious.

"Mind control?" Spencer asked. "Isn't that a bit 1950s horror?"

The Doctor shook his head. "No, nothing so crude. You'd all start to question it. But hidden in that rhythm, like a code: Vote Saxon, Trust Saxon. Whispering to the world." Spencer jumped slightly as the Doctor let loose a sudden crow of triumph. "That's how he hid himself from me. I should have known, but the signal cancelled him out."

Jack was staring at the phone as the Doctor waved it around. "Can you make it stop?"

"Not from down here, but now we know how he's doing it..."

Spencer grinned, wide and fierce. "We can take him to the mattresses!"

The Doctor beamed up at him with vicious pride. "Oh yes!"

* * * * *

It was as if a switch had been flipped. Spencer felt the fear that had been hanging over them like a cloud vanish as they leapt into action, following the Doctor's curt directions once more.

For a moment, Spencer thought of Chantho, left behind on the cold floor of a dying world. Then the Doctor was snapping his fingers, and Spencer bent to his assigned task, dismantling the pilfered laptop and extracting the circuit boards.

Spencer picked up the plastic corpse and moved it out of the way. "You know what he's doing?" he asked Jack as he slid past.

"Not a clue," Jack responded as he stepped in to fill Spencer's spot at the ad-hoc worktable, his fists full of salvaged wires and junk.

When Spencer returned to the little pool of light around the workspace, Jack was digging in his pockets, pulling out a serious ring of keys. "You too," the Doctor said around the pencil he was holding in his mouth.

"Me too what?"

"TARDIS key," Jack said, fumbling the ring.

Unsure but trusting, Spencer reached down the front of his shirt and pulled the key out on its lanyard, laying it down next to the other two already on the table.

Then there was nothing to do but wait until the inevitable exposition. In three...two....

"Right!"

"One."

The Doctor blinked. "What?"

Spencer smiled blandly. "Nothing. Go on. What have you done with the keys?"

"The keys," the Doctor said, sounding even more smug than usual. "Are the key." Spencer heard Jack echo his groan. "They're a part of the TARDIS, a small part. As such, they have the properties of the TARDIS, including a small perception field....sort of. But," he sped on, arms flailing. "The Archangel network has a separate low level signal. Key into that signal, and..." He scooped up one of the keys on its length of string and stepped backwards. "Spencer, you can see me."

"Yeah," Spencer drawled. "Unfortunately, I can still see you."

The Doctor raised the string over his head and dropped it around his neck. "Now?"

Spencer opened his mouth to snap a reply -- then stopped. What was he saying...to who? Hang on, the Doc... He blinked, his thoughts flowing away like he was trying to hold onto water.

Next to him, Jack snickered.

As if from a distance, like an annoying distraction, he heard the Doctor call his name. "I know you're there," he said, shaking his head. "But...it's like I don't care."

All of a sudden, the Doctor was there, holding out his key. "Perception filter. Shifts your perception a tiny little bit. Not so much invisible, but unnoticed."

Spencer stuck out a finger and poked the dangling key. "You know they're there, but you don't care so they don't register." Spencer thought of his sisters. "At least, until they do."

The Doctor nodded, holding out his hands so the key span slowly in the low light. "Exactly, here." He dropped the length around Spencer's neck. "It'd be dashing if anyone would care to notice. Come on!"

Jack shrugged and grinned. "It is, actually."

Then they were off into the cold, damp night. Against his skin, the key still felt warm from the Doctor's touch.

* * * * *

Ahead, Spencer could hear voices, the sound of cars, people, civilization. "Don't raise your voices," the Doctor murmured. "Don't shout, don't leap about. Don't draw attention to yourselves, or the spell will be broken. Just keep to the shadows."

"Like ghosts."

The Doctor nodded at Jack as he adjusted the string around his neck. "That's what we are."

Keeping his head low, avoiding eye contact, Spencer focused on the hem of Jack's great coat as they walked past two kids chatting under a streetlight. Some other pedestrians approached, and Spencer watched Jack and the Doctor flow like water around them.

Spencer jammed his hands further into his coat pocket and kept walking.

He wondered where the Master was, what he was doing.

What was coming next?

* * * * *

They walked for miles through the cold, damp night, stopping every once in a while for Jack to listen in on his wrist device. Spencer kept his mouth shut and his eyes open, trying to keep his teeth from chattering too loudly as he watched over Jack's shoulder as they took another reading.

A rustle of cloth, and the Doctor was standing against his side, slinging one arm over Spencer's shoulders. "How you holding up?"

Spencer smiled ruefully. "Missing my bed, hot coffee, and my woollen hat, in pretty much that order."

The Doctor's smile was tempered with concern as he looked up and around. "It's what, 11.30? Think we can risk it?"

Jack snapped the cover back over his wrist device. "We're not going to make it otherwise, I think we'll have to."

The two men began looking around at the nearest parked cars. Spencer rolled his eyes. "Travel the universe, meet interesting people, learn how to hotwire a Honda...no, not that one, Jack, unless you can disable the remote security again. That one." Without waiting, he strode down the row of cars, stopping at the door of a nondescript rust bucket. He gave the handle an experimental tug, and skipped awkwardly backwards as it swung open. "Get in."

He buckled up his seatbelt, leaning back to let the Doctor press his sonic screwdriver up against the steering column. As soon as the engine spluttered into life, he span the wheel and executed a tight u-turn. "Come on," he said. "No alarm, no satnav, no security, no locked doors. No problems."

The Doctor fiddled the vents. "No heat, either."

Behind him, Jack squirmed, jostling the seats. "Just keep exhaling, Doctor."

Spencer grinned at his reflection in the dark glass. Outside, the white lines on the road caught their headlights, like glowing snakes in the night. "Directions, please."

Jack's arm unfurled between the two seats to point through the windscreen. "Follow the signs."

Spencer raised an eyebrow but offered no comment. Pressing down on the gas, they drove on into the night.

* * * * *

They had to ditch the car a mile from the military perimeter -- the perception filter wasn't big enough to cover a hatchback.

Once there, it was easy enough to just walk through the barricades and onto the tarmac, where the cavalcade was drawing up to the British delegation.

Over the noise and the wind, Spencer could just catch fragments of the President's speech. Saxon, his back to the unnoticed trio, couldn't be heard at all. But from body language alone, Spencer could get the gist of it.

There were a lot of people very unhappy with Prime Minister Saxon. ‘Well,’ he thought to himself. ‘They'll have to get in line. We were here first.’

The two delegations separated and headed back to their cars. "Aircraft Carrier Valiant," Spencer said. "Was that what he said?"

"Yeah," Jack muttered, the cover to his wrist device already off.

Spencer shook his head. "We must be miles from the ocean. What are they going to do, jam it up the river?"

"Valiant," Jack read off the tiny screen. "It's a UNIT airship."

Spencer frowned. "Airship as in..."

Jack pointed straight up. "Ship of the air."

Spencer chewed thoughtfully on his lip for a moment. "Right. Okay. That's where the party is? Can we, I don't know, stop him? I mean, I could..."

"He's a Time Lord," the Doctor said sharply, cutting him off. "He's my responsibility. I'm not here to kill him. I'm here to save him."

Behind the Doctor's back, Spencer and Jack swapped a knowing look. The Doctor had a blind spot. Spencer privately vowed it wasn't going to be a fatal one.

"The Valiant," Jack said, holding his wrist device up closer to his eyes. "Is currently at 58.2 north, 10.02 east."

"And what," Spencer asked. "Ten miles up."

Jack shrugged, somewhat apologetically. "Something like that, yes."

Spencer buried his hands in his pockets. “Well,” he said with fatalistic calm. "I don't think a boosted hatchback could make that."

The Doctor was already moving. "Does that thing work as a teleport?"

"Since you revamped it," Jack drawled. "Yeah."

"Teleport," Spencer said weakly. “You mean, like last time?” No one seemed to be paying him any attention though.

"Setting coordinates," Jack murmured.

The Doctor's hand slid down Spencer's arm and tugged at his fingers. Like they had hours ago, at the end of the universe, the Doctor placed Spencer's hand on Jack's wrist, then laid his own hand over the top.

The white light took them as the airfield vanished.

* * * * *

They rematerialized in a claustrophobic space full of pipes and the sound of machinery. Spencer felt his knees go as he collapsed again a metallic wall. "Oh," he said, rubbing his face. "Fuck me, that’s a sucky way to travel."

Jack groaned and clicked his neck. "Had worse nights." He stood up and waved his hand towards the portal above Spencer's head. Light was streaming in. "Welcome to the Valiant."

"Excuse the stupid question, but wasn't it night time?"

He could hear Jack grin. "Not up here."

If he said any more, Spencer didn't hear him. He was too busy staring at the scifi wet dream visible out the window. It really was an airship carrier. As he watched, a tiny dart of a fighter came in to land. Spencer stared, captivated.

Someone tugged his jacket. "Come on, we need to hurry. Let's go."

Jack led the way, consulting his wrist device at every junction. Spencer tried to keep a sense of direction, of where they were, but it was nearly impossible as they hurried along seemingly endless industrial corridors.

Craning his neck to read one of the many signs attached to the walls, he nearly walked into the Doctor. "Wha-?" he asked as was instantly shushed.

"We need to hurry," Jack pressed as he shifted his weight from foot to foot, obviously desperate to keep moving.

"Listen, can't you hear it?" With a cry of delight, the Doctor dove down a nearby set of steps. "This way," he called, his voice echoing off the metalwork.

Spencer and Jack followed in confusion that lasted until the Doctor flung open a set of internal doors. Nestled between two crates of supplies...was the TARDIS.

Spencer couldn't help the little giggle of relief that bubbled out of his throat. As one, the three men raced for that familiar narrow blue wooden door.

The Doctor was first inside. Following close after, Spencer saw the Doctor falter. Coming up behind, he then saw why.

"What is it?" Jack breathed.

The Doctor flung out a hand, blocking Jack’s path. "Don't touch it."

"Wasn't planning on it."

Spencer could understand why. The cancerous mess of electronics that spewed over the consoles exuded something...wrong. The whole place felt unhealthy, unbalanced.

Watching the Doctor race around the pillar, he began to understand why. The normal wheeze of the TARDIS' engines sounded off-kilter, and out of key. "What's wrong with her," he asked as he rubbed his hand soothingly over the nearest undamaged bulkhead. "What did he do to her? Doctor!"

"He's cannibalized the TARDIS." Spencer had to look away for a moment. He'd loved the TARDIS since that first flight. He hadn't needed the Doctor to explain she was alive, in her own way. It was just something he had understood.

And now she was hurting. The Master had cut into her deeply enough to leave scars. He looked up and down the twisting black lengths of cable and winced. She might never recover at all.

To his left, Jack gasped. "Is this what I think it is?"

"It's a paradox machine," the Doctor snapped.

Spencer didn't need anyone to tell him that that wasn't anything good.

* * * * *

Spencer tugged his jacket tighter around him as the Doctor began investigating the damage, Jack floating along behind him like a servant.

There was nothing for Spencer to do, so he did nothing. Instead, he drifted over to his seat and perched himself on the edge, fighting the urge to draw his knees to his chin.

Finally, the other two seemed to home in on a dial set low in the perimeter of the device. The Doctor tapped it cautiously and nodded to himself. "As soon as this hits red, it activates." He grabbed Jack's arm and pulled the sleeve clear to read his watch. "At this speed, it will trigger at two minutes past eight."

Spencer slid off his bench. " _What_ triggers?" he asked plaintively.

The Doctor shrugged, wide-eyed, and ran his hand through his hair.

"First contact is at eight," Jack said in the voice of someone prepared to use logic. "The two minutes later..."

"Boom, bang, the paradox machine does what paradox machines do..." Spencer said, staring up the length of the central column.

The Doctor sighed, hand over his face. "It could blow up the solar system. I can't stop it until I know what it does."

Spencer crossed his arms. "Well, I know one guy on this barge who can answer that."

Jack snorted. "Yeah, like he's gonna just tell us. I mean, we don't even know how to stop him."

The Doctor tipped his head slightly to the left. "Oh,” he said lightly. “I've got a way."

Jack stared. Spencer glared.

The Doctor beamed. "Sorry, did I not mention it?"

Spencer hit him in the arm. Hard. "Smug. Fucking. Bastard,” he growled, leaning back in to haul the Doctor upright. “Come on, you can explain on the way."

The TARDIS wheezed in pain as they locked the door behind them.

* * * * *

The plan was stupidly simple. Play with perceptions. They had to loiter outside the door until someone else entered and they could sneak in behind -- doors randomly opening and closing would have drawn attention, shattered the illusion.

They crept along behind the rows of aides standing at attention until they were at the foot of the table. In his seat, the Master shifted, like he was catching a draft. Time Lord sensing Time Lord.

Spencer looked over as the Doctor exhaled heavily. "What?" Spencer breathed, not daring to speak any louder.

"It's hard to go unnoticed when everyone is at red alert. If they notice me, you've got a key."

"Yes sir," Jack whispered with whiplash precision.

Spencer couldn't take his eyes off the Master. There was no trace of the Professor now, only a monster who had brainwashed the world and tortured the TARDIS. "Don't worry," he said, soft as a sigh. "I'll get him."

The Doctor timed it well, starting to move as lightly as the wind as the Toclaphane appeared, capturing the rapt attention of the room. Spencer forced himself not to fidget as he tried to keep everyone in his sights -- the Toclaphane, the Master, the Doctor.

He felt the fine hairs on the back of his neck start to prickle as the Toclaphane began to speak of the Master. President Winters was struggling to keep up, playing poker with a rigged deck of cards. The Doctor edged closer and closer towards the Master, who was watching the scene unfold over steeped fingers.

"The Master is my friend," the Toclaphane burbled on.

Spencer took a deep breath, muscles tensed, poised on a knife's edge.

"Okay, okay, it's me!" The Master leapt from his seat. "Tah dah! Sorry, I just have this effect, people get obsessed. Is it the smile, the aftershave, is it the capacity to laugh at myself? It's crazy!"

"Saxon, what are you on about?" From his position on the podium, Winters leaned over to stare down at the Master.

"I'm taking control, Uncle Sam." Gone was the playful, happy-go-lucky tone. This was the Master coming out from under the mask. "Starting with you."

They might not need the perception filter after all, to show the world the truth. But by then it would be too late.

"Kill him," the Master snarled. And just like that, Winters died.

The room descended into chaos as the Master laughed and laughed.

* * * * *

Spencer froze as around him dignitaries dove for the walls.

"Peoples of the Earth, please _attend_ ," the Master snarled into the camera. "Carefully."

There was a flurry of motion, and two armed men were driving the Doctor to his knees in front of the Master. Spencer startled forward, then stopped. The string that led to the Doctor's key was visible, dangling from the Doctor' fist. He’d taken it off.

He was perceivable. "We meet at last, Doctor...oh,” the Master groaned. “I love it, I love saying that."

The Doctor struggled against the hands holding him down. Spencer felt himself almost trembling with the tension of trying not to draw attention. Jack laid his hand on Spencer's arm. Who was restraining who was unclear.

"Stop it," the Doctor shouted. "Stop it."

The Master tilted his head and considered the Doctor as if he were some vaguely interesting insect. "As if the Perception Filter's going to work on me."

Spencer froze, his eyes snapping up involuntarily to meet the Master's pitiless, sardonic gaze. "Oh look. Misters Wants to Be A Girl and the Freak." His lips curled as his hands slipped into his breast pocket. "Though I'm not really sure which one's which." His arm unfolded. Something sleek, silver, and evil was in his hand.

Spencer flinched as Jack hurled himself past Spencer, catching the orange beam of light square in the chest. Spencer was on his knees by Jack in a flash, hands laid uselessly across Jack's ribs.

"Laser screwdriver -- who'd have sonic,” the Master purred. “And the best part is, he can't stay dead. I get to kill him again!"

"Master," the Doctor gasped. "It's that sound, the sound in your head. What if I could help?"

Spencer watched, curled over Jack's lifeless body, as the guards kicked the Doctor forward so he sprawled at the Master's feet.

"Oh," the Master cried, playing to the gallery. "How to shut him up? I know: memories!" The Master dropped gracelessly to sit on the steps to the podium. "Professor Lazerus. Remember him? I've been laying traps for you, waiting for you."

Spencer's hands curled into fists, dragging at the material of Jack's shirt as the Master continued, inexorably, to speak. "Genetic manipulation? Think a stupid ape could have figured that one out? But -- imagine if his big device could be fitted into something small..." The Master waggled the laser screwdriver in the Doctor's face. "But, oh," he added, his face a parody of disappointment. "If only I had the Doctor's genetic signature. Oh wait!" He snapped his fingers and one of the aides opened a metallic case. "I have this!” The aide obediently tilted the case to reveal the hand floating behind the glass. “What do you say? 100 years?" The Master levelled his laser screwdriver at the Doctor.

Spencer stared transfixed, unable to look away as the Doctor writhed in agony. Under his hands, Jack twitched almost as if in sympathy with the Doctor's pain, clawing at Spencer’s arms until he hauled Jack up to rest against Spencer's knees. "We've got to do something," Spencer hissed.

In response, Jack rolled his fist. Something warm and leathery was pushed into Spencer's hands. "Teleport."

"I'm not leaving him," Spencer whispered back fiercely.

"We can't do anything." Jack raised his head until his face was mere inches from Spencer's. "Get out," he whispered before slumping back down to the floor.

The whir of the laser screwdriver cut off. Torn for a second, Spencer let Jack be, choosing instead to crawl across the floor to where the Doctor lay, twitching. "Doctor?" he asked. An ancient, white-haired head lifted slowly in response. Spencer didn't hesitate. He pulled the Doctor to his chest and held on. "I've got you,” he whispered, his lips brushing warm, papery skin. “I’ve got you.”

The Master sighed dramatically. "Oh, how beautiful. How moving. I might have even shed a tear." He dropped the act and rolled his eyes. "What do you say? Next stop, America? Perhaps," he grinned down at Spencer with his teeth. "Las Vegas?"

Spencer blinked. In one motion, he stood up and found the camera. "Everyone -- run!"

The Master burst into laughter. "Oh, oh, Spencer Smith. You are _precious_. You think that will save them. Your parents, your sisters. Those little girly-boys you call a band?" Spencer tried to suppress the shudder he was feeling, determined to hold his ground, as the Master stalked closer. "I think I might make it an edict. Anyone caught listening -- well, you tell me. Would summary execution make me a _critic_?" He whirled on the spot and danced halfway up the steps leading back to the podium.

The Doctor was tugging on the leg of Spencer’s jeans. Slowly, Spencer sank back down onto his knees, shifting to brace the Doctor's frail old body against his own.

"What..." the Doctor panted. "Master! What are the Toclaphane?"

"Hmm?" the Master asked airily as he skipped back down to the deck. "What was that?"

The Doctor heaved a rattling breath. "What...are the Toclaphane?"

The Master leaned in, voice pitched so low that only the three of them could hear his words. "If I told you, Doctor." Slowly, the Master raised his hand and pushed it into the Doctor's chest. "Your hearts would break."

Over their heads, three Toclaphane flashed into existence. "Is it ready?" they asked. "Is the machine singing?"

The Master cackled and sprang up the stairs two at a time.

The Doctor leaned over, his breath hot and dry against Spencer's cheek. "Spencer. Listen to me, very carefully. We don't have much time."

Spencer leaned in close and listened, as above their heads, the Master declared the end of the world.

* * * * *

The screams started echoing over the speakers as the Doctor squeezed Spencer's hand. Spencer bit his lip and looked into the Doctor's eyes, the same eyes no matter the damage to the face. "I can't."

"I'm sorry, Spencer. You must." He squeezed again, skin warm and dry. "You can. You're the only one who can." The Doctor blinked, looked away, before rising to once again meet Spencer's eyes. " _Please_ ," he said simply.

Spencer exhaled slowly, shuddering with the effort. Slowly, he untangled himself from the Doctor and rose to his feet. No one was looking at him.

No one but Jack and the Doctor. Jack nodded once, part-benediction, part-blessing. Spencer knew he was leaving the man to die, over and over again. 'Sorry,' he mouthed.

Jack smiled. 'Go,' he replied in kind.

Spencer looked down one last time at the Doctor. He nodded once, a soft, knowing smile on his face. "Smug bastard," Spencer whispered.

Then he pressed the buttons on the wrist device held tightly in his fist. The now-familiar white flash of the teleport caught him, and whisked the Valiant from view.

The ground hit Spencer hard enough to knock the wind out of him. Spencer rolled with it, wincing as the gravel bit into exposed skin. Pushing up off his knees, he took stock. He was back at the airfield, the last coordinates in the device's computer. In the distance, he could hear screaming. Lots of screaming.

Forcing himself to breath slowly, Spencer focused on the straps of the wrist device, threading them through the buckles, tightening them past the worn marks until they fit.

Only then did he look up at the clouds. Up there, somewhere, was the Valiant, Jack, the Master, the TARDIS and the Doctor. Somewhere. His hand rose unbidden to his chest, where the small lump of the key nestled under his shirt.

"I'm coming back for you," he promised the sky. "I'm coming back."


	18. The Last of the Time Lords (part 1)

**Summary for the Chapter:**

> He's walked the world...he's a ghost...the Toclaphane can't touch him...he can kill the Master (pt 1)

The wooden hull pushed off from the docks at Calais a little past midnight, its black-painted hull a mere smudge of shadow against the dark sea. Her engines were a low purr, barely discernible beneath the sound of the rising wind.

Spencer stood on the prow, hands tight on the railings, and sniffed the breeze. A storm was coming, howling down the narrow strait of water, chopping the water and throwing salty spray into his face.

The crew normally wouldn't have set out at all on a night like this. But nothing was normal, hadn't been for a year.

Spencer didn't even have to ask. Word had preceded him, whispered behind shaking hands and in dark shadows.

_He's coming...he's walked the world...he can kill the Master..._

Spencer felt the deck beneath his boots rumble as the ship picked up speed for its sprint across the Channel. The crew kept their distance, out of respect or fear, Spencer didn't care any more. Both were useful in their way, and he didn't want to be near them more than necessary.

Their eyes shone with hope every time they looked at him. And always, the whispering.

_He's walked the world...he's a ghost...the Toclaphane can't touch him... **he can kill the Master**_

Spencer blinked into the spray, tasting salt on his tongue. Almost there. Almost there.

Walking in time to the roll of the hull, Spencer made his way aft, behind the cabin and down the hatch. The Captain had given his berth to Spencer. He'd be on watch all night. Even out here, the Toclaphane stalked their prey.

The bunk was narrow and hard, and stank of salt and sweat, but it was warm and dry. Spencer didn't take off his boots. He merely crawled on top of the covers and curled around his precious cargo.

And like every time he snatched sleep, he dreamt his memories.

* * * * *

_T minus 254 days -- Amritsar, Northern India_

His guide was no more than eight years old. A lifetime ago, Spencer would have felt appalled, at this.

That was a lifetime ago. There were no children now, no teenagers or the elderly. There were only those that could work and those who could not. Any other distinction was irrelevant.

The air was stifling -- it was almost monsoon here, and Spencer knew he had to be gone before the rains came. He couldn't afford to get stuck anywhere. He couldn't stop walking.

They walked through dusty streets. Amritsar was the home of engineers, his contacts had told him as they ferried him up through the heart of the subcontinent. It had fared better than most.

The signs of the Master's reign were less obvious to the casual inspection. But Spencer was familiar with all the signs. Even without the Perception Filter, he'd doubt that he would be noticed. No-one looked up.

No-one wanted to draw attention to themselves.

His guide was moving faster now, and Spencer had to work to keep up. They ducked through awnings, passed behind a row of stalls selling their meager offerings, and through a gate. She slid the bolt closed behind them, and gestured: this way.

The garden was dust, the stalks browned and withered like the bones of plants. Once upon a time, this had been a beautiful garden. Once upon a time.

The door was opened, and they crossed the entry, booted feet quiet on the colourful tiles. He noted automatically the exit into another courtyard, the door leading to the scullery, the passage that went into another part of the home.

Then a curtain was being lifted, and outstretched hands were welcoming him. Spencer took their hands as he bowed his head. "Namaste," he murmured before switching back to English. "My name is Spencer Smith. I have come with a message. Do you understand me?"

His hosts nodded as they settled him on a comfortable, threadbare couch and pressed a glass of cool, precious water into his hands. "Yes, of course. We've been expecting you. You are safe here."

Spencer allowed himself a small smile as he drank. Every translation, every language barrier broken, was another sign that the TARDIS was still holding on. As long as he had that, Spencer thought he could hold onto hope for the Doctor and this mad scheme of his as well.

He licked his parched lips and handed back the glass. "I have a story to tell," he began without preamble. "It's about a man called the Doctor, and how we can save the world..."

* * * * *

Spencer ate with his hands, in the manner of his hosts, as whispered conversations spread out around him. He had answered their questions -- and no matter where he went, who he spoke to, always the same questions. He was starting to see what the Doctor meant, a little.

The bread was a little stale, but it was food. He'd learned not to be picky. It was probably the best his hosts had to offer. Many places had far worse. And it gave him something to focus on instead of the debate being played out in fierce whispers and hand gestures quickly curtailed.

He was uncomfortable with this, but what else could he do? The Master was pushing to keep to his schedule, and Spencer was only one man, one voice. He'd carry the message, but he needed help to continue the echoes.

A discreet cough caught his attention. Spencer looked up into three sets of dark brown eyes. They looked young to him, even though they were probably around his age. "Do you understand what you need to do? How dangerous it will be?"

The one in the middle spoke for his compatriots. "We're ready."

'No,' Spencer thought to himself. 'You can never prepare yourself for this. You jump off the cliff, then discover that you can fly. Or make a greasy smear on the rocks. No middle ground.'

Spencer kept these thoughts to himself. He was meant to be the voice of hope, its living embodiment or some shit. He could bitch about it all he wanted, but only in the privacy of his own head. Outwardly, no sign could show as to how badly he wanted to scream, cry, curl up in a foetal ball and wish it all away.

"Tell me," he commanded instead, listening with a critical ear as they began, haltingly, to repeat back the story to him in his own words, his own cadence. "No," he said sharply, cutting them off mid-sentence. "Don't you understand, it's not just my story, it belongs to _everyone_. The instruction is important, but you can shape the form. Tell me how you think it should be told."

There was a flicker of confusion, then the one on the far left began to speak, the rhythms familiar now after days walking the length of the country. Spencer listened as the young men each spoke their version, confirming the details, making sure nothing important was lost in translation. "Good," he said at last. "Walk as far as you can, north, south and east. Tell this story. Make sure the words never stop."

Spencer couldn't stop from wincing slightly as the assembled group repeated the phrase back to him like a mantra. He covered his discomfiture in movement, standing and walking over to the shuttered windows. "It will be dawn soon," he remarked. "I was told you would be able to provide me with transport?"

The lady of the house nodded, rising elegantly despite her ragged sari and work-worn hands. "My brother, he drives the workers to camp. You will ride with him to the camp, then the foreman will take you to the next."

"And thus we play another exciting round of Spencer pinball," Spencer muttered to himself as he turned back to the window.

Over the wall, he could see the faint glow of dawn.

Another day.

* * * * *

_T minus 359 days -- Dover, England_

Spencer distractedly tugged again at the dye-scented cuff of the clothes they had given him, his eyes never leaving the horizon. Over there was France, then beyond that?

Focusing on how little he remembered from high school geography was as good a distraction as any.

Behind him, he could hear the muted hum of the field camp, the Resistance in full swing almost before Spencer had come back down to Earth. They had given him clothes and food, which he had taken, and offered him a gun, which he refused. Weapons in the form of words. The phrase had a heavy ring of truth to it now.

Two young women in battle fatigues, their hair upswept beneath their red berets, stopped talking as they scurried past him. Everyone did that -- like there was a forcefield, a cone of silence around him. Spencer sighed and flexed his hands slowly, a force of habit.

The field base had its own rhythms, ones he didn't know and couldn't break into. They had helped him, certainly, showed him every deference and kindness, in a distracted kind of way. Listened to him plead his case with blank expressions, then retreated behind canvas.

Everything was so very stoic and closed, and it reminded Spencer somewhat of those long months at boarding school tied together with waiting to fall into the sun. Futility and panic, stirred together in uneven measures.

Feeling the rage and frustration and fear bubble over, Spencer strode out to the very edge of the camp, ignoring the perimeter guards. Here, the land was made of chalk and sand, ghostly topography in the thin moonlight.

There were caves in the chalk, carved out in the Second World War. But Saxon would know of them. They had no bases, they were mute without Archangel -- and hadn't that taken some convincing, to get them to stop using the network -- little clusters of tin soldiers, waiting to be picked off one by one.

He kicked at the pebbles and listened to them rattle down the scree slope towards the cliffs. Tomorrow they were putting him on a boat to France, probably to get rid of him. Why on earth would they believe in this mission?

He exhaled sharply. "Fuck knows if I believe it," he spat into the darkness.

"Then I suggest," a cultured voice floated out of the darkness. "That you start believing."

Spencer spun on the spot, new boots making the motion feel a little unsteady, as a match flared, momentarily revealing hawk-like features and snow-white hair. "Mr Smith, I am Brigadier Alastair Lethbridge-Stewart. But since you come to me via an old friend, please call me Alastair."

"Alastair," Spencer stuttered out, tripped up by the reference to an 'old friend.'

"Or Brig, if you must," Alastair said easily. "So," he continued as Spencer gathered his wits. "You're the latest. Still holding up all the fine traditions of travelling with _him_ , I see? Every day is a new disaster, isn’t it?"

Spencer grinned for the first time in days. "It's not exactly an uncommon event, is it? He really should mention it in the job description."

Alastair laughed, a sharp bark of noise rather than a true sound of mirth. "Especially if he goes and asks something like this of you."

The smile fell from Spencer's face. "Yeah," he said shortly, wanting to avoid the inevitable for a few minutes more. "Did you travel...?"

The older man waggled his pipe noncommittally. "Once or twice. I mostly kept my feet on the ground." The shadows across Alastair's face moved as he smiled around the stem. "But that was a long time ago."

Silence stretched out as both men contemplated the dark horizon.

Spencer licked his dry lips. "Do I have you to thank for the help I've gotten so far?"

In the quiet, Spencer could hear the embers in the bowl crackle. "Like I said," he murmured. "You come with the highest recommendations." The Brig tapped the stem against his thumb. "I don't envy you," he continued calmly. "I can only imagine how heavy this burden feels."

Spencer rolled his eyes as he hugged his arms around his ribs for warmth. "Just a _tad_ ," he said in sarcastic mimicry.

Alastair turned and laid a warm hand on Spencer's shoulder. "You don't believe you can succeed." It was half a question, half a statement of fact. Spencer shook his head mutely. "Then let me ask you a simpler question. Do you believe in the Doctor?"

Spencer sighed and thought about the answer. "I don't know why," he said finally. "But I do." He looked at Alastair. "Is that enough?"

He was half-expecting a trite answer. "Maybe, maybe not." Alastair shot back. "But I'm sure you can make up the rest. After all, he obviously believes in you." He tightened the grip on Spencer's shoulder slightly, then let go. Spencer could almost hear the stiff upper lip crackling into place. "Step lively now, my son. I've called in a few favours that might help things along. One foot after the other, that's the ticket."

Spencer followed Alastair as the older man marched back towards the encampment.

One foot after the other. Good advice.

* * * * *

_T Minus 200 Days -- Kagoshima, Japan_

Spencer ran through the night, trusting the hands that guided him by touch to steer him down the impossibly steep path to the sea. The wind was rising, and his hair flicked and whipped across his face.

He could smell salt and smoke, the two scents almost colliding in the air over his head.

No. It wasn't going to end like this. He was fucked if he was giving the Master the satisfaction. He dug deeper and found an extra burst of speed.

Skidding down the scree, Spencer stumbled and landed on his knees, his fingers sinking into the freezing cold sand. Slim hands tugged at his arms, and he obeyed, struggling for balance as the sand shifted and gave beneath his boots. "Hurry," someone hissed. Behind them, he heard a shocked cry, then a wail of pain.

Spencer didn't look back. Following the curve of the bay, they ran on. One by one, his escort peeled off and dropped back. Later, when he had a moment and the illusion of safety, he'd remember their names and mourn their sacrifice. Hoshi, Shinji, Asuka, Hanako...

They had sat around the low table, this proud cadre of the Japanese resistance, and they had sipped tea and explained in calm words what needed to be done.

And hating logic, Spencer had agreed. If he failed, they were all dead anyway. And if he succeeded, this would have never have happened.

Logic was silent on listening to people die in the darkness behind them just to secure his escape.

"This way," a voice whispered harshly out of the night. His boots clattered across the worn planks of the fishing jetty. Three boats bobbed at the dock, two with engines running, the third lying low and silent in the water. Trusting, he let more hands guide him down into this third boat.

Hanako's face appeared over the edge of the jetty, unsmilingly pretty in the night. "Keep walking," she said in farewell. The facade cracked just a little as she swallowed with difficulty. "And remember us."

Spencer nodded mutely as the fishermen pushed the boat off the jetty and began to row. In the night, the engines of the other boats cracked and rumbled as they sliced through the water in the other direction: decoy.

As loud as the old diesels were, Spencer could still hear the whine as the Toclaphane descended. Spencer lay down on the greasy deck, wedged into the bow, and gripped his key tightly through his shirt until silence flowed back in.

Exhaustion slipped in with the night and claimed him.

He startled awake at a touch, heart racing. With a gesture, one of the crew beckoned him to follow. The engine was rumbling, and beneath his boots Spencer could feel the surge of the open sea. On unsteady legs, he followed the crewman down below decks, where the smells of cooked rice and sake filled the air.

Accepting a bowl, Spencer sat with his back against the bulkhead and looked at the crew. The Master had come down hard on Japan's rebellion, yet in each of their faces he saw both grief and an iron resolve.

Spencer accepted a brown bottle of kiren as it came around, and took a swig. Wiping his mouth with the back of his hand, he picked up his chopsticks. "I have a story to tell," he began, falling automatically into the rhythm. "It's about a man called the Doctor, and how we can save the world..."

* * * * *

_T minus 179 Days -- outside Broome, Australia_

The air was thick with choking red dust, so dry it sucked the moisture right out through the skin. The sun beat down, making everything shimmer, destroying all sense of perspective, distance, time.

He felt like he had been on this road forever.

Spencer stared at the ground and concentrated on putting one foot after the other. He had pulled his jacket up over his head to shield him from the light, but the black, faded and patched, had just sucked up the heat.

Left foot, right foot, left.

Mr Khali was the name he had been told to ask for. Mr Khali would get him onto the bauxite trains that ferried ore from the mine to the port. The train was the best way to keep moving -- he could cover the distance without having to concentrate so hard.

Right foot, left foot, right.

The distant rumble that he had been hearing for several minutes finally penetrated his heat-dazed stupor. Looking up, he had to concentrate for a second before the various perspectives slammed into place. Moving quickly, adrenaline pumping, Spencer jumped over the heaped red pebbles that marked the kerb of the dirt road, and crouched down, watching.

It was a small truck, a supply vehicle for the mine site probably. Judging the distance, Spencer slithered through the dust and sprang from his crouch into a sprint. Reaching, muscles complaining, he grabbed onto the tailgate and hoisted himself over the duckboard.

Under the tarp were boxes of supplies. Spencer poked cautiously in one or two, found empty kerosene bottles and battered tools.

The Master was still obviously being careful about decimating the trades that could build his rockets. For now, anyway.

Settling in under the merciful shade, Spencer dug into his pockets and found the hard bread they had given him at his last stop. Ripping off a hunk with his teeth, he chewed slowly for a moment before uncapping Jack's wrist device and tuning it in to the main frequencies. Time for a news update.

Falling away into the distance, the dust of the truck's passing settled, obliterating the trail of prints in the sand.

* * * * *

_T minus 87 days -- Toronto, Canada_

Spencer walked down the sparsely populated streets, carefully avoiding eye contact with the few who passed him by.

Today, he was a ghost.

The night was closing in, and the bare branches that arched overhead cast skeletal shadows across his skin. Spencer hunched in on himself against the wind and waited for a sign.

His stomach grumbled. Food had been getting scarcer. His clothes hung off him, his skin all planes and muscle. Softness didn't survive long in the Master's world.

He shifted from foot to foot, dancing on the spot to ward off the chill he was feeling both on his skin and under it. Time was ticking down, and he still had a long way to go. If the Resistance in New York failed to live up to their promise to get him back to Europe, he would have to find his own way -- overland, if it came down to it.

Spencer _really_ hoped New York weren't bluffing.

He pushed planning to one side as he finally saw what he was looking for. It had been a gamble, but one that had paid off before. Slipping through the shadows like a black cat, Spencer slipped in behind the middle-aged woman letting herself into the block of apartments he had been watching. From there, it was just a matter of following in her footsteps. Spencer didn't even need to think anymore, he just adjusted his feet to the rhythm of her steps and kept his head down.

The little gathering had barely started, with people still chatting amongst themselves in low, worried voices. They all looked thin, haggard, almost too exhausted to grieve.

Yet here they were, fighting back any way they could. For the Resistance, that meant bombing building sites and disrupting labour camps. For Japan, it meant national annihilation. For these people, all they could do was gather in defiance of the curfew.

Spencer burned with fierce pride for his species.

The room was getting crowded as more arrived. Slipping through a half-open door, Spencer checked out the rest of the apartment. Like so many around the world, it had once been a family home that had taken on more and more people as the Master squeezed. There were mattresses in the corridors, piles of stuff everywhere. But in between the clutter were signs of the lives that had once been.

Spencer found the fire escape, the bathroom (no water from the faucet, another treat courtesy of the Master -- rationing as a cultural choke-chain to enforce obedience), another bedroom.

He stopped dead, almost rocking on his feet. Above the original bed, tacked up in defiance of the edict, were the posters.

Fall Out Boy. My Chemical Romance. Cobra Starship.

Panic at the Disco.

Spencer didn't recognize himself in the picture. He stared at the other faces instead, hungrily drinking up the features he didn't dare even recall, as if somehow the Master could follow his thoughts, find him, or worse, find _them_.

Brendon. Jon. Ryan. He bit his lip, forcing back the prickling behind his eyes. They hadn't been caught yet, though the Master issued new edicts regularly demanding their capture. Zack's name had been added to the list. Spencer had heard that he had spirited them and the Smith family away as soon as Spencer had appeared on that broadcast from the Valiant.

When this was over, Zack was getting a raise. And a hug.

He swallowed hard and looked at the other posters. Not everyone had been so lucky. Pete and Patrick had died when the Master had razed a six-block chunk of Chicago on the rumour that that was where Zack had taken his charges. He'd heard the story straight from Andy, who had survived to join the Resistance.

My Chem had been on tour when the shit had hit the fan. They'd vanished so completely that Spencer didn't like to think about what might have happened to them.

The others had scattered. Some had died, some had lied and survived, but they had all seen Spencer on the Valiant. Spencer hadn't asked Andy if they hated him for what he had brought down on them all, and Andy never said.

He shook his head, clearing his thoughts as, in the main room, someone called for order. Turning away from the shrine pinned to the wall, Spencer readied himself for his entrance.

If nothing else, he knew now that he was among friends here.

He slid back into the main room and made eye contact, clearing his throat to draw their attention in through the Perception Filter.

"Excuse the interruption," he said with a smile. "But I believe some of you know who I am. My name is Spencer Smith." He smiled wider as a few people gasped in recognition. "And I have a story to tell. It’s about a man called the Doctor, and how we can save the world…"

* * * * *

_T minus 25 hours -- off the coast of England_

Spencer balanced himself with one hand against the rough wooden panelling of the passage as the swell rolled and lifted the deck beneath his feet. The passage widened into a small galley, where four faces looked up expectantly as Spencer entered.

He nodded, accepting a tin mug, blowing to cool the steaming contents. "We'll take you ashore by the boat," someone said. Spencer never bothered to learn the names any more. Their faces were bad enough. "Should be close enough in about ten or so. Get that into you, it's a cold night out."

Spencer nodded again, sipping the hot tarry tea, welcoming the warmth. "Thankyou," he murmured. "Do you know the story?"

This time all the crew nodded. "About the Doctor? Aye, we know it."

Another face, younger, looked up from the deck. "D'ya think it could really work."

Spencer took another sip. "Yes," he said with simple, brutal honesty.

"I heard you had a gun," a third speaker chimed in. The others gestured for the speaker to hush, but he pressed on, his tone belligerent. "A gun that will kill the Master dead?"

Spencer drained the cup and slammed it down on the bench. The impact echoed around the cabin. "We should be close enough now, yeah?"

The crew rose as one and silently escorted him like an honour guard onto the deck.

* * * * *

If the sea felt rough before, in the little dinghy it was monstrous. Spencer could barely hear the shouted instructions over the thundering of the surf onto the shore, but he could see the lantern being held aloft, guiding them in.

The water was freezing as it soaked into his pants. Spencer waded determinedly ashore, his backpack a solid weight pulling at his shoulders. Pausing only to wave the crew off, Spencer jogged across the sand towards the light.

"And you are?" he asked brusquely.

"Martha," the lantern-holder said. "Martha Jones." She looked him up and down. "So you're the famous Spencer Smith." Her gaze lifted to meet his eyes, and she grinned. "I was expecting someone taller."

Spencer managed a brief smirk. "Though I bet nowhere near as handsome."

She smiled, teeth flashing white in the moonlight. "Come on, we need to get moving. You can fill me in on the way."

Spencer glanced at his watch as walked up the slope behind her. Two minutes past midnight.

Today was the day.

* * * * *

Spencer watched his breath form little clouds in the freezing night air as he spoke, answering the questions Martha could have the answers to, dodging the ones she couldn't. His contacts in France had been clear; they had no idea how far the Master's tentacles reached.

Professor Dockerty was a known variable. Everyone else was a suspect. This close to the end, it was easier just to keep things simple.

His curt answers were obviously pissing Martha off, but Spencer couldn't really find it in him to care. As long as she got him to Dockerty, her personal opinion was irrelevant. From the way Martha sniffed lightly in the cold air as she lifted her chin, she had obviously realized this. "I…” she paused and licked her lips. “I can get you to the repair shed, no problem," she said quietly instead.

"Thankyou," Spencer replied, a little peace offering that was accepted with a small smile in return.

"You should know," she added after a moment's silence. "That I don't think we can save ourselves." She gestured down the track, where a vehicle was parked in the shadow of a tree.

Spencer grinned despite himself at the matter-of-fact tone of voice. "Really," he asked easily, like they were discussing the weather. "Then why are you helping me?"

She winked at him, the little gesture almost lost in the darkness. "Because I wanted to meet the man behind the myth. Because doing anything is better than doing nothing. And because, hard as it is to believe, I've been wrong before."

Spencer choked back laughter. "Really. Tell me, Martha Jones," he added, trying to keep his tone light. "Who are you, that you can drive around after curfew, insulting people?"

Martha opened the rear door and put her lantern on the back seat. "Back in the real world, I was an A&R doctor. They made me a medic to the camps around here, so I get to drive, and I get to do call-outs. The sarcasm is a special service for tonight." She pulled open the driver's side door. "But according to the camp logs, you're my medical emergency."

Spencer swung himself into the passenger seat. "Really?"

She nodded and turned the engine. "Well, to do this, you must be fucked in the head, I reckon."

As Martha wheeled the car around and drove slowly up the narrow, rutted track, Spencer looked up at the clouds passing under the starry sky. "Someone call a Doctor," he murmured.

* * * * *

The statue of the Master towered over the rubble and spoil. Martha gestured at it like a bored tourguide. "Our lord and master," she spat. " _Rejoice_."

Spencer grimaced as he scrabbled for traction on the slippery stones. "He's put them up all over the world, you know. Even carved it into Mount Rushmore."

Martha thought about it for a second. "In good company then, huh?"

Spencer smiled, showing teeth. "Very good, you've mocked the colonial. Moving on?"

Martha reached over and gave him a hand up onto the ledge. "Don't worry. If you can develop a taste for tea, we'll adopt you."

"No milk, two sugars," Spencer shot back. He'd never been able to bring himself to drink the milk, fresh from the cow rather than the refrigerator, in that boarding school, back a lifetime ago in 1910. But after months stuck in England during their various misadventures, a tolerance for tea was just one of the changes the Doctor had wrought.

Martha smiled proudly. "Congratulations, you're an honorary Limey."

Spencer poked his tongue out at her as he passed. They climbed the rest of the slope in silence, the forced levity draining away as they moved closer to the launch site. On the wind, he could hear the sounds of the work.

Cresting the rise, Martha pulled him down to lie on the rocks. "Keep down, they do patrols around here." She sighed as Spencer surveyed the field. "The entire south-west is rockets. He’ll break up anything for the metal, cars, buildings. The hospitals were all junked. He made the entire fleet out of scrap and surplus."

Spencer nodded. It was a story familiar the world over. "I saw Launch Field One,” he told her as he tried to count the rockets. He knew he’d run out of numbers before he ran out of rockets. “It goes from the Black Sea to the Bering Strait. Millions of rockets, getting ready for war."

He felt Martha staring at him. "War? With who? The Resistance is like a mosquito to him."

Spencer shook his head. "You're right. He's pretty much won Earth. But there are thousands of civilizations all around us, and they don't pay us much attention.” He looked over at her. “They'll be completely unprepared. That's what the Master is doing. He wants to go to war with the Universe. And unless we stop him now, he might damn well win."

"All around us," Martha echoed. "You mean...what, little green men?"

"And pink and purple and blue," Spencer said with a weak chuckle. "I've been out there, before all this happened. There are worlds out there that you've never imagined." He could see the scepticism in her eyes, but pressed on. "And that's what he wants. You're right, we're nothing but a starting point to him. A means to an end." He studied her expression and changed tack. "Imagine what he'll do to us once these things launch?"

Martha thought about it for a moment and shuddered. "Come on, the Professor is down beyond the fence."

Before she could move, Spencer heard the now-familiar razor hiss and hum of the Toclaphane. Martha jerked and pushed herself up against the rocks. Spencer shifted slightly and concentrated on keeping his movements slow and unperceivable as he hunkered down against the rock. His ears strained for any clue as he stared at the sand.

"Identify," a metallic voice boomed.

Spencer barely dared breath as Martha stuttered out her identification and reason for being outside. They were so close together, if she even so much as looked towards him at the wrong moment, it might be enough to shatter the Perception Filter.

Spencer felt cold sweat prickle down his spine. Not now, not so close...

Above them, the Toclaphane were laughing. "Soon everyone will need medicine. You will be so busy!" The hum of the spheres flying overhead seemed so close Spencer thought he felt his hair ruffle with their passing.

He didn't relax until Martha touched his arm. "They...I thought we were dead!" she exclaimed.

Spencer winked at her, a deliberate mimic of her own expression. "They can't see me," he said. "That's how I travelled the world."

She glared at him. "How do you do that?"

Spencer rose and dusted off his pants. "Because I really am that awesome," he said with a grin. "This way down?"

* * * * *

Spencer explained it all, the key, the Archangel network, the global psychic field. He deftly censored any mention of spies and traitors and hoped Martha would be satisfied with what he _was_ saying to miss what he was not. "It's not that I'm invisible," he finished as they stomped down towards Martha's car. "Just hard to notice."

"But I 'notice,'" Martha said with a wave of her hand. "Can't stop noticing..." her hand clamped over her mouth as she realized what she had said.

Spencer bit his lip to stop from grinning too much. "You have to know I'm there, or I have to break through the filter...shatter the illusion. It's hard to explain."

Martha nodded. "So I see.” She looked around. “Come on, its getting late. We won't be able to get into the camp straight off, we'll have to wait for the shift change."

"Sneak in with the workers?"

Martha pulled open her door. "Something like that, yeah."

Spencer didn't like the sound of that.


	19. The Last of the Time Lords (part 2)

**Summary for the Chapter:**

> He's walked the world...he's a ghost...the Toclaphane can't touch him...he can kill the Master (part 2)

Spencer hefted the bolt cutters and snipped the links with practiced ease. Breaking into a secure facility in broad daylight was no-where near the craziest thing he'd done in the year, but having Martha crouched down beside him added an extra note that rearticulated at danger. He had the Perception Filter -- she had no such protection. Half-expecting to hear the whine of the Toclaphane at any second, Spencer led the way across the compound to the low cluster of sheds, where Martha took over, leading him confidently through a maze of doors and passages.

Pausing at the threshold, she glanced over her shoulder and nodded meaningfully before pushing the door open just enough to slip through. She casually held the door open long enough for Spencer to follow, and he felt a small surge of gratitude. Anyone unexpected would most likely see Martha dawdling at the entry -- the Perception Filter would hold.

Spencer slid behind her, keeping to the walls, watching as Martha took the more direct route between the benches towards the voice muttering curses behind a stack of metal shelves.

"Professor Dockerty?" Martha called.

A woman in a cable knit sweater slammed her palm down on a cracked monitor. "Busy!" she snapped.

Martha progressed another few steps, and Spencer risked pushing off the wall to join her. "They sent word ahead? I'm Martha Jones."

"And I'm still busy," the Professor grumbled, never taking her eyes off the monitor as her hand scrabbled on the desk for a screwdriver.

Spencer raised an eyebrow as the monitor received another blow. "That desperate for your MTV, huh?"

That got him a flicker of a sideways glance. "It's Countdown 'round here," she said in a more even voice. "But you're not, are you? From around here," Professor Dockerty clarified at Spencer's look of confusion.

"No. I'm Spencer Smith." He reached over and tapped the screen with his fingernail, making a dull chime against the dead glass. "And trust me when I tell you the reception is crap."

Professor Dockerty leaned on her arms and stared into the blank screen for a moment, before reaching into the guts of the device with her screwdriver. "We heard that there was to be a broadcast tonight from our _beloved_ Lord and Master." Her words dripped venom.

The screen crackled, showing static. Spencer felt Martha press up behind him, getting closer. The static flickered and resolved itself into the face of Spencer's nightmares.

"There!" Dockerty crowed.

"My people," the Master said in slow, honeyed tones. "The time is at hand..." Spencer felt his fists curl as he listened to the Master speak. "But I know there are rumours, down there, of a child, walking the Earth. Giving you hope."

Spencer kept his eyes on the screen as Dockerty flashed him a glance. Through his sleeve, he could feel Martha's hand hovering, almost touching. "Shh," he whispered, cutting off her unspoken words.

"But I ask you," the Master continued. "How much hope has this man got?" Spencer stared, transfixed, at the Doctor's eyes in the too-old face. "He's not that old," the Master said, almost as if he was reading Spencer's mind. "He's an alien. Much greater lifespan than you stunted little apes." The Master turned away from the camera, and the microphones too. The hiss of the static grew loud in Spencer's ears. The set of the Master's stance was putting Spencer on edge, and he had to fight down the urge to yell a warning at the screen.

A second later, the Master levelled his laser screwdriver at the Doctor, who flailed out his wheelchair before he collapsed to the floor and out of sight of the camera.

The Master crossed the screen, staring down at something beyond the gaze of the camera. "Doctor?"

Someone must have grabbed the camera. The scene tilted crazily for a moment, knocked off level to push into frame a pile of clothes with a small bobbled head sticking out. Big eyes blinked down the lens for a moment before the Master was there, pushing his face almost through the glass. "Received and understood, _Spencer Smith?_ The screen snapped back to dead black.

Martha petted his arm ineffectually.

Spencer looked at her, unable to keep the grin off his face. "Stupid asshole got himself turned into fucking Gollum." Instinctively, his hand found hers, their fingers twining easily together.

He was still alive. There was a chance yet.

* * * * *

Spencer hoisted himself onto a bench, his feet tucked neatly out of the way of Martha as she stalked past, pacing another lap.

At her workbench, the Professor flipped through the research Spencer had brought with him from halfway around the world. "Fifteen satellites, still transmitting," she breathed, eyes unfocused as she mentally worked through the implications. "We're swimming through his telepathic signals. No wonder people aren't rebelling, he's keeping them scared."

Martha plucked the top-most sheet off the pile and studied the schematic. "Can't we just, I don't know, take them out?"

This brought the Professor back to Earth. "Sure, with fifteen ground-to-air missiles." She fixed Martha with a withering look. "Got some in your handbag, have you? Besides," she added after a pregnant pause. "Any aggressive action, and down come the Toclaphane."

Spencer rolled his eyes. "He just calls them the Toclaphane,” Spencer said wearily. “It's a name he made up."

This time, Spencer was the recipient of Dockerty’s stare. "Oh really," she nearly snarled. "What do you know about them?" Her tone was a hair's breath off outright challenge.

"Not enough," Spencer replied affably, ignoring the implied threat. "That's why I came to find you. Know your enemy." He held the moment for a long second before smiling. Slipping his hand into a pocket of his pack, he produced a CD jewel case. He held the corners between forefinger and thumb, and flipped the case over and over slowly. "We've never been able to get a good close look at a Sphere. We can't even put so much as a dent in one. Except once,” he said slowly. “In South Africa, when a Sphere was struck by lightning. Just by chance, Mother Nature brought one down." He extended his arm slowly, watching the Professor's hungry gaze track the movement. "And I've got all the readings right here."

He waggled the disk slightly, and that was it. Dockerty struck like a snake, snatching it away and cursing as she struggled to open the case. With a cry of triumph, she extracted the disk and cradled it carefully into her computer.

Spencer dropped lightly off the edge of the bench, dusting his hands on his pants as he moved to stand behind the Professor, Martha stepping up to his side.

"Was that why you did it?" Martha asked as the computer bleeped and whined. "Walked the world, for a disk?"

Spencer shrugged. "The disk was just a sweet bonus."

The Professor jabbed angrily at the keyboard. "The stories I've heard say you've walked the world to build a weapon..."

The computer chimed again, saving Spencer from answering.

"There!" The older woman poked at the screen, tapping her nail under the lines of numbers. She read out the numbers, reeling off kiloamperes and megajoules with ease. “Amazing…”

Martha leaned closer. "Can you replicate that?"

Professor Dockerty nodded, slowly at first but speeding up. "Yes...yes I can, easily."

Spencer smiled, showing teeth. "Right. Dr Jones? Feel up to a little Sphere fishing?"

* * * * *

The plan was simple enough. Spencer sprawled on the stunted grass, back against the sun-warmed metal of a shipping container, and argued with Martha over the details.

"I should do it," she was saying with calm logic. "You're the 'child of hope,'" she added, mimicking the Master's pronunciation and finishing with a little waggle of her eyebrows. Spencer smacked her arm lightly. She shrugged him off and laid back, face tilted to catch the last rays of light of the dying day. "That way, if something goes wrong, you can still finish the job."

Spencer suppressed a shudder with effort. "The last time I heard something like that, I was leaving Japan," he said tonelessly.

He didn't have to look up to feel Martha staring at him. "Spencer, I..."

"Am not wrong, unfortunately." He sat up and leaned forward, resting his forehead on his knees. "Any other time, believe me, I'd be doing the gentlemanly thing and insisting on doing it my way.

He heard Martha sigh behind him. "And I'd be doing you another favour by kicking you in the head, _then_ insisting on doing it my way. So at least this way you're already one up on the alternative."

Spencer turned his face to the left. "Why are you here, Martha Jones?"

Martha stood up and brushed her hands together briskly. "Come on, it gets dark quick this time of year. Last thing we want is for you to fall and break your precious neck."

Spencer nodded, feeling the fabric of his heavy pants brush and catch on his beard. "Keep it simple, stick to the plan, run like hell. Got it?"

Martha reached down and offered him a hand. "You forgot step four." She grunted as she pulled Spencer to his feet. Face to face, she smiled, over-bright and strangely brittle in the gathering dusk. "Barbeque!" Spencer tried to smile, but couldn’t make it reach his eyes.

Side by side, they silently paced out the run they had selected earlier in the afternoon, Martha peeling off to walk alone into the clearing. Spencer kept walking. Taking up his post, he stood poised, adrenaline already pumping.

One, two, three. The gunfire snapped like a whip out of the darkness. Spencer began counting under his breath, counting down the seconds. A flash of movement, and Martha skidded around the far corner. Spencer sprang into flight, bolting down the narrow passage. "Ready," he screamed as he passed the Professor.

Spencer hit the corner of a shipping container and dropped down to crouch in the shadows. He caught a glimpse of Martha in full stride, then the trap snapped shut in a blinding flash of blue-white light.

He stumbled back over, blinking lingering flashes of white from his vision. Martha appeared at his side, breathing heavily, and Spencer touched her arm in silent appreciation.

"That's only half the job," the Professor whispered as she joined them to start down at the silent sphere.

Spencer tilted his head. "Got a can-opener?"

* * * * *

Despite the fact that the Sphere was inert, no-one seemed particularly eager to touch it. In the end, they fashioned a sling out of jackets and ferried the Sphere back to Dockerty's make-shift lab.

Once there, the Professor waved them impatiently out of her way as she gathered up her tools. Spencer leaned against a nearby bench, and didn't protest when Martha brushed up against him to wait by his side.

He was too busy remembering how to breath. The dissection of the Sphere was a torturously slow process, and all Spencer could hear was the seconds ticking down. He bit his lip as, with excruciating care, the Professor folded back the curves of the Sphere, like peeling back the petals of a strange, exotic flower.

"Oh my god," she breathed as she opened the final quarter.

Spencer crossed the floor in three quick steps, his eyes widening as he stared down at a pickled and distorted human face. He couldn't tear his eyes away, as beside him Martha made a weak noise of horror.

They leapt back in one move as the innards of the Sphere lit up and the eyes snapped open, revealing pale blue rheumy eyes. Spencer risked a closer look as the eyes swivelled in their sockets, tracking around until they latched onto him.

"Spencer," a hollow, synthetic voice said. "Spencer Smith."

"How...?" Spencer stuttered, mind racing ahead. Did the Master tell them to watch for him? Had he fallen into a trap after all?

The face flexed, as if it were trying to smile. "Nice, kind Spencer Smith. You pointed the way. From you we found salvation."

Spencer fought to get a grip. "Who are you?" he breathed.

The milky eyes softened. "The skies are made of diamonds."

Spencer backed off, shaking. "Creed?" he stuttered, almost unable to reconcile this _thing_ and that sweet, sarcastic child at the other end of time.

"We all share each others memories,” the face burbled. “You sent him on his way to Utopia."

Spencer swallowed hard, tasting bile.

"Spencer?” Martha’s touch was light, her voice gentle. “Talk to us! What are they?"

He lifted his head slowly. "They're us. What we become, in the future. They're the last of the humans."

* * * * *

Spencer could see the Sphere and its gruesome passenger out of the corner of his eye. He tried to keep his focus on Martha and Dockerty instead. "The Utopia project was the last hope for the human race, one hundred trillion years into the future, at the end of the Universe itself."

Dockerty laughed, short and uncertain. "You say that like you'd been there."

Spencer smiled wryly. "I have,” he said with flat honesty. “It's where it all began. I was nearly stuck there, when the Master stole the TARDIS -- it’s a time machine," he explained at their look of confusion. Unthinkingly, he looked down and came face to face with the Sphere once more. "I sometimes wondered...you see, the Doctor fused the coordinates, when the Master stole her. He was trapped between two points in time, here and there. He must have gone back to the future and found the last of the humans. The Utopia project. The last hope against the end of everything."

The Sphere made an electronic burble. "Dark and cold and ice and pain," it growled. "No diamonds. But then the Master came, with his wonderful machine, to take us home."

"But that's a paradox," Dockerty snapped at it. She looked at Martha and Spencer. "The classic grandfather paradox -- the descendant travelling through time to kill the ancestor. The line of causality snaps." She looked back down at the Sphere. "You should cease to be."

Spencer sighed. "And that's the Paradox machine."

Martha bit her lip. "But...we're the same species. We're all human.” Spencer could see her gathering her courage as she addressed the face directly. “But you hunt us down, slaughter us. Why?" she pressed. "Why?"

The Sphere burbled with hysterical electronic laughter. "Because it's fun."

Spencer didn't try to intervene as Martha drew her gun and fired a single round at point blank range. He studied the shattered mess of the Sphere, organic and electronic mangled together.

There was nothing more to say. He turned and walked away.

* * * * *

Tea was the British solution for everything. Spencer wondered if he'd ever be able to even smell it again without flashing back to these adrenaline-soaked days.

Of course, he could die tonight. Then it wouldn't matter any more.

"Right," Dockerty said briskly as she lowered herself into a battered but still comfortable-looking easy chair. "They say you tell stories of hope, Mr Smith. I'd like to hear one."

Spencer looked over his shoulder. "You want a bedtime story?" He kept his tone light.

Dockerty was having none of it. "What have you been doing, this past year?"

For a second, Spencer could hear the Doctor, whispering instructions. Shaking off the ghost, he reached for his pack. "The Doctor, and the Master too, have been to Earth before. And oddly enough, people notice when aliens drop in. There's UNIT, and Torchwood too. And being the nice paranoid military types, they've been learning and preparing. And they made this." He tugged the sleek hard case clear of his pack and snapped the clasps.

"A gun," Martha scoffed. "If you could get close enough, I could have shot him with this months ago." Her gun was a dark weight in her hand.

Dockerty's hand darted out and gently pushed her arm down. "Actually, you can put that away, please."

Spencer ignored them as he slipped a vial from its slot and held it up to the dim light. "It's not that easy. He's a Time Lord, an alien, remember. They have this biological trick: they can regenerate. Bring themselves back from a mortal injury, over and over again."

The Professor slumped in her seat. "Oh great, he's immortal."

Spencer nodded. "If you're shooting him with lead pellets, yeah. That'd just make him angry. But this..." he stroked the strange device with a fingertip. "Mixes four special chemicals. Get that into him, and he's dead. Really dead. For keeps."

Martha deftly scooped up another vial and studied it. "Four? But you only have three here."

"This is pretty much the ultimate weapon,” Spencer said, ignoring the interruption. “So for safe-keeping, they kept each component in a separate location." He tapped each piece as he spoke. "New York, Beijing, Wellington and Moscow." Taking the vial from Martha's fingers, he carefully returned it to its place. "Turns out the final vial is right here in London." He smiled brightly at Martha. "Full circle." The clasps snapped loudly as he sealed the case. "I have a location, north London. Can you get me there?"

"Can't cross the city tonight," Martha said, reaching for her coat. "Full of wild dogs, they'd tear us apart. Dawn, there's a medical convey scheduled to leave. We can travel with them." Spencer nodded and gathered up his gear.

Dockerty followed them through the lab. "You can stay here, safe and warm," she offered.

Martha was already shaking her head. "We can get a head-start tonight. My credentials can get us as far as the slave quarters at Bexley." Dockerty nodded grudging acceptance as she took Martha's hand in a firm handshake. "Thankyou, Professor,” Martha said softly. “For everything."

Spencer nodded his own mute thanks and turned to follow Martha as she strode down the passage.

"Spencer," Dockerty called. He half-turned. "Can you do it? Can you kill the Master?"

Spencer shrugged and considered his reply. "I made a promise to end this," he said at last.

Dockerty fixed his with a stare. "You're many things, Spencer -- but you don't seem like a killer to me."

Spencer met her, glare for glare. "We've all been forced to make choices," he told her. "Become things we never dreamt of." He held her gaze for a second longer, then turned and ran after Martha.

He could feel her watching them as they left.

* * * * *

Spencer hugged himself tightly, hands tucked up under his arms to ward off the freezing night air as he waited for Martha. The car would draw unwanted attention where they were headed, so Spencer found himself waiting outside the depot that served this section of the launch fields.

Boots crunching on the thin early frost alerted him to an approach. He melted into the shadows and waited until the form resolved itself.

Martha yelped as Spencer materialized at his side. "I thought you wanted to see me," he said lightly, glossing over her shock.

She took a deep breath and steadied herself. "Sorry, I didn't take covert ops in medical school. This way."

They walked in silence for nearly half an hour, moving briskly to counteract the cold. "Spencer," Martha asked suddenly, quietly.

"Hmm," he responded, mind elsewhere. Left foot right foot left.

"Was she right?"

Spencer blinked and looked to his left, where Martha was doggedly keeping pace with him. "Was who right about what?"

"Professor Dockerty," Martha replied. "Was she right -- can you do it?"

He didn't need to ask what 'it' was. This close to the end, anyone could be a spy, but for some reason he couldn't identify, he was finding it hard to lie to Martha. "Uh uh," he dissembled, stalling for time. "Question for a question. I'll answer, honestly, if you answer mine first."

Their footsteps were the only sound for a long minute. "Fine," Martha replied curtly. "Quid pro quo."

"Why are you helping me?" Spencer normally didn't let himself wonder too much about the pasts of the people he met along his journey -- after Japan, he had little strength left to carry so many memories. But it was the first question that sprang to mind.

The silence lengthened, stretching between them, soft and dark and heavy. But in it, Spencer could hear Martha thinking, turning over thoughts in her head. He concentrated on his footsteps and his breathing, subsuming his exhaustion and fear under the rhythm.

"I have a mother, and a father, and a sister, and a brother,” Martha said suddenly. “I don't know where my brother or his family are." The pause was filled with the left right left, the pattern of their steps and the counterbeat of their breathing. "I know where my mother and my father and my sister are though. They're up there. The Master took them. They serve at his whim. Or they're dead." Spencer could hear the snarl in her voice, the barely contained anger. "At his _whim_."

Spencer stopped dead and grabbed her arm, hauling her around to face him. " _Don't_ ," he hissed.

Martha yanked her arm free. "Don't what," she snapped, low and vicious.

"Don't let it show. Yeah, it's hot and it burns and it drives you, but anger makes you off-balance. You're easy to tip over." He moved, hand sliding, the drills Alastair gave him having hammered into muscle memory the shape of the action.

Martha hit the ground hard, sprawling across the path, her face a mask of shock. Spencer stood over her and held out his hand. "And if you let it, the anger will consume you, and then you'll be gone and he won't even have needed to lift a fucking finger." He sighed as Martha eyed his hand warily, and leaned over to haul her up. "Right now, I need you, Martha Jones. But I need to know that you're not going to freak out on me. Come on."

Spencer started walking, aware that Martha hadn't moved. "Is that what you do," she called after him. "Aren't you...?"

Spencer turned without breaking stride. "What?” he said, walking backwards away from her. “Angry, furious, scared, exhausted, all of the above? Yes. But I don't have time for it now."

Martha jogged to catch up, and Spencer swung back around as she fell back into step. "So, what, you just don't let yourself feel it?"

He thought for a moment. "I will," he confessed. "Just not tonight. Maybe tomorrow, I'll have the time."

They walked the rest of the way in silence.

* * * * *

Through complex, silent semaphore, Martha pointed out the human guards patrolling the street. When he had left England, he had thought of the guards with a kind of disgust -- traitors to the species, almost.

Now Spencer watched the patrol pass by their hiding spot with impassive eyes. The year had brought with it a new perspective. Everyone did what they had to, just to survive.

The booted footfalls of patrol faded as they moved away, and Martha tugged his sleeve. They dashed across the cold dark streets, flattening themselves against the rough brickwork as Martha reached over and tapped out a complex pattern on a door.

The door opened a crack, the barest flicker of light spilling onto the street. Martha caught his wrist and pulled him inside.

The house stank, the hot press of unwashed bodies and insufficient _everything_. As Spencer pushed past the curtain that was hung behind the door, the sheer presence of so many people slammed into him. He knew it was bad, had seen it the world over, but this was almost beyond comprehension. He drifted, dazed, down the short passage, looking into small rooms where people stood like cattle, packed in tight.

Martha was pressed up close behind him. "The Master’s work," she hissed. "Ready-made accommodation. He didn't build anything, just emptied the more distant towns and poured everyone in. Veal ready for slaughter."

Spencer stared mutely at the bowed heads.

"Are you Spencer Smith?"

He turned, seeking out the voice among those piled on the stairs. "Yeah?"

"Can you do it?" He was a boy, maybe 18, gaunt with work and starvation. His eyes burned in his sunken face. "Can you kill the Master? They say you can, can you do it?"

The questions were picked up by others, a susurration of voices picking up around him like a dry storm circling.

Martha pushed in closer. "Leave him be," she commanded tiredly. "We've been travelling all day. He's exhausted."

Spencer touched her arm as he brushed past her. The people on the stairs moved limply out of his way as Spencer slid into the tiny gap next to the boy. "No, it's okay. They want me to talk. And I've got just the story."

Spencer took a deep breath and looked at the upturned faces, staring at him. He smiled. "I've walked the world, telling my story," he began, feeling the weight of the ending looming. "It's about a man called the Doctor, and how we can save the world." Spencer took in their expressions, feeling the rhythm of the story, as natural now as breathing. "He's the man who sent me out here, the one who asked me to tell this story. He's saved us all, so many times, and we've never even known. He helps us, then moves on. And he never asked for anything in return."

Spencer took a deep breath. He could see Martha in the crowd, staring at him. "But I was lucky. I met him, I've come to know him, I...I care for him. And I know what he can do." He saw others nodding along, and felt a burst of quiet pride. His words had beaten him here. He stared at them, meeting their eyes. "But this time, he needs our help. Here's what we all need to do..."

The front door banged open, and someone pushed their way through the crowd. "He's here. The Master is here! Oh my god, the Master is here!"

Spencer stood up, heart racing, as the people around him erupted into noise. "But he never comes to Earth," someone called out. Deeper in the crowd, he heard crying.

"Hide him," someone else commanded. A heavy blanket was passed up the stairs as hands pawed at Spencer, trying to drag him down.

Spencer had thought he'd be afraid, when he had let himself think of this moment at all. And there was fear, but it was muted. His hands were steady, his voice strong. "No," he said bluntly.

That one word silenced the crowd. Slowly, carefully, Spencer picked his way down the stairs. Martha met him on the landing. "Spencer, he'll kill you," she said bluntly.

"Maybe," he said. "Stay here."

A path was cleared to the front door. Spencer knelt by the keyhole, listening to the Master outside, calling his name. Slowly, with simple ceremony, he fished inside his shirt and lifted the key up and off. Twisting up the cord, he slipped it into a pocket and patted it once. He didn't need its protection any more.

Spencer nodded once more, and the door was open. Alone and unafraid, he walked out one last time.

* * * * *

The spotlight picked him out as soon as he stepped onto the street. Blinking under the blinding glare, Spencer moved cautiously away from the building.

Beyond the light, he heard solitary applause.

Spencer moved forward, eyes adjusting slowly. He could just make out the Master now, standing within his armed circle. "Well done, little _drummer_ boy," the Master spat. "He trained you well.” The Master’s tone was playful for a moment before it shifted back into his usual disdainful sneer. "Bag. Give me the bag."

Spencer slipped the straps slowly down, mindful of the weapons pointed at him. He dangled the weight off his fingers for a moment before tossing it forward to land halfway between them.

The Master was twisting something between his fingers. As the bag hit the road, he waved his laser screwdriver with a casual flick of his wrist. A beam of orange light lashed out and hit the bag. It exploded in a handful of sparks and one or two little licks of flame.

Spencer watched it burn for a moment before turning back to face the Master, his face carefully impassive.

"And now, good Companion," the Master proclaimed. "Your work is done." The laser screwdriver was aimed right at his head. Spencer closed his eyes and hoped he had done enough.

"NO!" The sound was a primal scream, reverberating off the cold stone walls. Spencer opened his eyes to see Martha racing past, charging the Master, gun drawn.

A high-pitched whine was the only noise as Martha crumpled lifelessly to the ground. Spencer stared, felt a tiny flickering lick of fear race down his spine, as the Master giggled, a high-pitched, inane sound.

The giggles faded, leaving only soft silence. Spencer exhaled, all emotion spent. He had nothing left, no fear or anger.

Time was up.

The Master's steps were loud in the night. "No," he said thoughtfully as he stopped, only a few yards away now. "When you die, the Doctor should be witness." He took one last step forward, his voice low and conspiratorially. "Almost dawn, Spencer," he said calmly. "And Planet Earth marches to war." This close, Spencer could see how his lips quirked in an obscene smile. "Take him."

Rough hands grabbed Spencer and dragged him away.

* * * * *

 _Citizens of Earth, rejoice and observe_.

Once out of the Master’s sight, the guards had let go, gesturing with their weapons for Spencer to precede them. The doors hissed open, revealing the command room. The vast expanse of room was filled with guards, slaves, and prisoners. This was to be a public event. Spencer was to be made an example of.

The Master stood at the top of the short flight of steps that led to the command level, staring at him.

Spencer put one foot in front of the other, a measured, even step. He ignored the guns pointed at him, the nervous eyes of the soldiers. He ignored Jack’s painful face. He ignored the creature in the gilded cage.

Spencer kept his eyes on the deck and walked the last steps to the Master.

"Teleport device," he snapped. "In case you’d thought I’d forgotten."

Spencer had forgotten. Slowly, he pulled back his sleeve and unbuckled the straps. The Master snapped his fingers impatiently, snatching as Spencer calmly surrendered it.

"Kneel," the Master commanded, sneering down the length of the laser screwdriver.

Spencer hesitated, just long enough for the Master to jab towards him with the device once more. Slowly, as gracefully as his tired bones could manage, Spencer sank to his knees. He folded his feet neatly underneath him, and laid his hands flat on his thighs. His hair fell forward, over his eyes, as he bowed his head slightly.

"When the countdown reaches zero, to celebrate, the child Spencer Smith will die," the Master proclaimed to his audience. "Any last words?"

Spencer stayed silent. He had spoken all the words that mattered.

Above him, he heard the Master snort, raising his voice to project across the room. "You used to have such good taste in Companions, Doctor," he sneered at the cage. "Ones with a bit of fire, a bit of spirit." The Master made a noise of disgust. "Pathetic."

Spencer took a deep breath and stilled himself. This was the end of the journey, the long, terrifying, wearying year.

In the distance, he could hear the countdown tick past the numbers, heading for zero.

"And on this day, so it falls to me to establish a new order of Time Lords..." The Master’s voice rose and fell, declaiming the exposition like a comic book villain. Spencer barely heard him. His attention was focused on the ticking of that clock.

Spencer exhaled, long and even. Stretching his fingers, he flicked then down on his legs like a drum roll. Then, softly at first, but building louder, he began to tap out the rhythm, the beat that had measured his steps and divided up the year, the world, his life.

* * * * *

The guards closest heard him first. As they cocked their weapons, Spencer took the click and wove it into the beat, weaving together the syncopation of all the sounds surrounding them: the purr of the Valiant’s engines, the shallow rasping of breath as the countdown grew shorter and shorter. The memory and the history and the story, always the story. Spencer mouthed the words to himself as his hands thudded down on his thighs, filling the room with the rhythm. "...and how we can save the world..." he whispered as his hands flew. "This is how we save the world."

"What!" The Master yelled. "What -- stop him!" Strong hands gripped Spencer’s arms, stilling the noise, but the beat went on. Spencer lifted his head and smiled at the Master, strong and bright. "What?" the Master demanded. And there it was -- the little note of uncertainty.

"A gun," Spencer said, voice laced with scorn. "A gun in four parts."

"That I destroyed."

Spencer kept going as if the Master had never spoken. "A gun, in four parts, scattered across the globe. Did you really swallow that line?"

The note of confusion was louder now. Just a little bit more. "What do you mean?"

Spencer turned, looking to the cage for the first time as the Doctor spoke. "I would never ask him to kill for me. Ever."

The Master sneered. "Oh, what does it matter, I’ve got him on his knees!" He lifted the laser screwdriver again.

Spencer felt like he was flying. The fear was completely gone. All that was left were the words, and the beat, and the hope. "I knew. I knew about Professor Dockerty, about her son. I knew that if I told her, she would tell you. I needed her to, to get me here, now."

The Master rolled his eyes. "But you’re still going to die!"

Spencer smiled beatifically. "Don’t you want to know what I was doing first?"

"Oh, all right," the Master said, a textbook villain to the end as he slumped on the steps. "Tell me."

"I did what the Doctor asked me to. I walked the world, the whole world, and I told a story." He licked his dry lips. "Weapons in the form of words. I crossed continents, and everywhere I went, I told my story. I told them about the Doctor. I told them everything, and I told them to pass it on. A wave of whispers, all sharing my story."

The Master sneered down at Spencer. "Is that it? Gossip?" He made a face.

Nothing could stop Spencer now. He rose gracefully to his feet. "And an instruction. I told them all to use the countdown. To all think of one word, at one specific time..."

The Master leapt to his feet. "The secret weapon is prayer?" he blustered.

Spencer talked right over him. Out of the corner of his eye, he saw the countdown tick past seventeen. So close. "One word, one thought in the minds of every person on the planet, at one moment..." Spencer bared his teeth. "Under fifteen satellites."

He saw the exact second the Master understood. And it was beautiful.

Spencer pulled his shoulders back. The moment had arrived. “Everyone on the planet, linked by your own telepathic network, all thinking the same word. One word: _Doctor_.”

The countdown hit zero.

* * * * *

Light flickered and flowed around the tiny form in the birdcage, stretching it in unnatural ways. Through the monitors scattered across the bridge came the sound of thousands, millions, all chanting one name.

Spencer heard Jack take up the chant, then the others, as the form in the centre of the light expanded and grew.

The Master backed up a step. "Stop it!"

From the centre of the cloud of light, Spencer heard the Doctor’s voice, his _real_ voice. "I’ve had the whole year to integrate myself into the network and align with its matrices." The light was fading slightly, revealing a once-familiar face. "The one thing you can’t do is stop them _thinking_."

Spencer gasped as the Doctor lifted into the air as if carried by the light itself. "Tell me the human race is degenerate now,” the Doctor boomed. “When they can do _this_."

Spencer backed up hurriedly, not stopping until he was by Jack’s side, as the Doctor bore down on the Master. He watched as the Doctor drifted to the floor to take the sobbing Master into his arms. He whispered something that had the Master wailing for his children.

Spencer felt a surge of adrenaline as the calm that had sustained him began to fracture. "The Paradox Machine!"

The Doctor had obviously reached the same conclusion. "Captain!"

Jack didn’t need to be told twice. Snapping orders, he snatched a weapon from the soldiers who were moments ago guarding him. Several peeled off the detachment and ran after Jack.

Spencer took two steps forward, automatically seeking out the Doctor. His eyes widened as he saw the Master raise his hand, clutching Jack’s teleport device between his fingers. "No," Spencer shouted in tandem with the Doctor. The Doctor got there first, and Spencer winced as the two Time Lords vanished in a flash of light.

Spencer froze for a moment, then span on the spot. "You," he ordered, pointing at one of the technicians on the command deck. "Sound the evacuation. You," he snapped, spinning to jab a finger towards one of the soldiers. "I want everyone off the Valiant and on the ground, _now_!"

The soldier blinked. “But…” the guard stuttered. “You can’t…”

Spencer stalked across the deck until they were almost nose to nose. “I’m Spencer Smith,” he snapped. “And I don’t give a fuck who you are. All you need to know is that, if you want to end this, you need to follow my orders.”

The guard snapped out a salute, eyes wide. As Spencer crossed the floor and climbed up to the command level, he heard the orders being repeated as everyone began working together, moving as one to leave the Valiant. Spencer trotted up the steps to the command level and leaned over the console. He hadn’t forgotten about the Toclaphane -- he would never forget about the Toclaphane. "Sir?" the technician asked querulously.

"Where are they?" Spencer whispered to himself.

"Sir?"

Spencer glanced over his shoulder. "Why are you still here?"

The technician fidgeted. "All decks are reporting back." He waved his hand vaguely at one of the boards. Pilfered schematics arose in Spencer’s memory -- he had studied this ship, ready with his own plan B. Even though he was seeing these controls for the first time, he knew all their names. Moving along the line of consoles, he found radar.

The Toclaphane were descending on them like a metal blizzard. Spencer groped for the intercom system. "Jack, the Toclaphane are nearly here. Hurry!"

"Sir," the technician pressed, scurrying behind Spencer. "Sir, the last pod is waiting. We need to go."

Spencer stopped so quickly the other man ran into him. "Then run. Don’t wait, you need to be on the ground."

The technician’s jaw dropped. "You’re staying?"

Spencer patted his shoulder, guiding him towards the steps. "He’ll need me," Spencer said simply. "Go on. Get to the surface, and this will never have happened." The boy stood there frozen as precious seconds ticked past. " _Run_ ," Spencer bellowed.

The technician bolted. He didn’t look back. The door hissed shut, leaving only the hum of the ship to fill the room. Spencer watched as a minute later the board blipped as the last escape pod detached itself from the Valiant and headed for the safety of the ground level.

* * * * *

Spencer leaned against a console and watched as the Toclaphane filled the skies outside. "Where are you?" he whispered to himself, looking down towards the Earth. "Come on." Spencer clenched his fists futilely. "Please. Come on. Please. _Please_."

The skies were full of Spheres, turning the day into night as they surrounded the Valiant. Spencer was thrumming with the tension, pulsing on the spot. He had done all he could. Now, he had to wait.

The deck tilted, catapulting Spencer into a bank of computers. The air itself flickered, strobing between light and dark. Spencer staggered, trying to get his balance as the deck bucked again. Spencer flailed across the floor and smacked into a warm, lithe body.

The Doctor’s smile was brilliant in the preternatural gloom. Their hands twined together, natural as breathing. "Get down," the Doctor yelled over the rising storm. "Time is reversing!"

Together, they toppled to the floor, never letting go, as around them the year unwound itself.

As quickly as it had started, the time storm died away. The Doctor released Spencer’s hand as he leapt to his feet. "The Paradox is broken," he declared as he raced from screen to screen. "We’ve gone back the full year. Two minutes past eight."

Spencer climbed more slowly to his feet, watching as the Doctor fiddled with the dials. He smiled to himself, a secret little grin, when a familiar voice crackled over the radio. "Valiant, this is UNIT Central, what’s happened up there?"

Spencer drifted closer, leaning tiredly against the railings. "No Spheres?" he asked.

The Doctor grinned. "No Spheres. Planet Earth, restored. The rockets, the terror -- it never happened, it never was."

Spencer closed his eyes, sighing into a slump as he slid down to sit with his back against the steps. "But I...I remember," he whispered, exhausted.

He heard the Doctor move, and leaned against the hand the Doctor laid on his shoulders. "We were at the eye of the storm up here. We’re the only one’s who’ll ever know what wasn’t."

Spencer’s eyes snapped open at the too-familiar sound of a sneer. The Master was there, sprawled on the floor. Even as Spencer realized what was happening, the Master went from a sprawl onto the floor into a running leap as he bolted for the door. Spencer was on his feet, but the door was already hissing open.

Spencer froze as the Master collided with Jack. Jack caught him easily, twisting the Master's arms painfully. "Cuffs," Jack snapped to the black-clad soldiers who were flanking him. The metal rings snapped around the Master’s wrists, and then Jack was frog-marching the Master back into the room.

Spencer saw the expressions on the soldier’s faces. The impassive mask was barely concealing their fear and terror. Spencer would empathize, if he had the energy. Now it was over, the terrible momentum that had driven him through the past year was draining away, leaving only a bone-deep exhaustion and the Master scowling as Jack pushed him to stand where, only minutes ago, Spencer had knelt.

"What do we do with this one," Jack asked.

"Yes," the Master drawled. "What happens to me?"

Spencer dropped back down onto the stairs and buried his face in his hands. This was it. The last great atrocity of the Master’s reign. What else could they do but...?

"He’s coming with me."

Spencer jerked, startled to his feet once more. "What?" he asked in perfect tandem with Jack.

"You can’t trust him," Jack added with low vehemence.

"No," the Doctor agreed in an infuriatingly reasonable tone of voice. "But he’s my responsibility."

Like a slap in the face, Spencer suddenly understood what the Doctor was saying. He drifted slowly back up the stairs and braced his hands against one of the consoles. Breathing deeply, he nodded to himself. The last of the Time Lords, together.

There was a certain kind of symmetry there.

A flash of colour flickered past the corner of his eye. Spencer looked up sharply, eyes drawn instantly to the figure in red moving out of the shadows, an alien form against the harsh, gun-metal grey bulkheads.

Lucy Saxon raised her arms. "No!" Spencer shouted, but he was too late. The gun-shot echoed around the nearly-empty chamber, the reverberations continuing long after the single shot was fired.

Jack was moving, taking the gun out of her slack hands. Spencer ran to the railing and stopped. The Doctor had the Master cradled in his arms. Spencer saw the exact moment the Master died.

He had become too familiar with death.

The Doctor held the Master’s body close, his own slim form shaking as he sobbed. Spencer didn’t know whether to go to the Doctor, or leave him the illusion of privacy. Helplessly, he looked over as Jack came to stand beside him, his arm reaching around to pull Spencer close.

Spencer nodded and closed his eyes as the Doctor screamed with wordless grief. They’d be there when the Doctor needed them.

They’d always be there.

* * * * *

_T plus one hour_

Spencer drifted down the corridors, heedless of the way people got out of his way as he approached and stared after him as he left. He just kept walking, leaving behind a trail of whispering.

The rumours had already begun. No-one knew for certain what had happened, but they all seemed to instinctively grasp that it was something important.

Spencer and Jack had parted ways after helping the Doctor leave with the Master's corpse. The Doctor hadn't asked for their company, and neither man had offered. This was something private, the last traces of the Doctor's past. Spencer didn't know where he had gone, but he trusted that he would be back.

Jack had gone to take charge of Lucy, or what was left of her. Spencer had let him, unable to find the energy to face her. Somehow, he felt the urge to apologize to her, but for what, he wasn’t sure. For not saving her, maybe. For not feeling more guilty.

That left Spencer alone once more. He had started walking, a displacement activity or just his new ground state, he wasn't sure.

Around him, UNIT were swarming the Valiant, packing away all the artefacts of the Year, the things that were saved from the collapsing Paradox. No-one tried to stop him. The rumours skipping ahead meant that his mud-splattered fatigues and exhausted features were as good as the ID cards everyone else wore pinned to their chests.

He felt a breeze, and changed direction. Slipping between two groups of soldiers wrestling with a crate of supplies, he ducked through a hatchway and found himself on deck. The howl of the wind was soothing after the cluttered noise below decks. Spencer drifted to the railing that overlooked one of the runways. He leaned on the railing, letting it take his weight, as he sucked in the thin, freezing air.

He didn't look up as someone cleared their throat. "What?" Spencer asked, fatigue softening the snap of his tone.

He sensed someone moving to stand beside him. "My apologies for the intrusion, Mr Smith. But as you can imagine, there are questions that needed to be asked." Spencer straightened slowly to look the newcomer in the eye. "Allow me to introduce myself, Mr Smith. I am Brigadier..."

"Alastair Lethbridge-Stewart." Spencer smiled. "It's good to see you again, Brig."

Alastair looked him up and down, a deeply calculating look. "And I think you just answered half of mine," he murmured.

Spencer brushed futilely at the dirt on his sleeves. "Lead on," he said, not answering Alastair's implied question. Jack and the Doctor had their jobs to do. Dealing with UNIT would be his.

Alastair gestured at the open hatchway. Spencer walked back into the fray.

* * * * *

Spencer watched the central column of the TARDIS glow and pulse as he drew his knees to his chest. Wrapping his arms loosely around his legs, he rested his chin on his knees and watched the Doctor fuss over the consoles.

Directly opposite to him, Jack stood, arms crossed. "Is she okay?" he asked.

The Doctor stroked a protruding rib of the console. "She will be," he admitted. Looking up, he glanced at Jack and then Spencer. "Oh, she's tough," he said more loudly. "Ready? Next stop, Cardiff."

The flight was short and smooth. Spencer watched the Doctor's hands as they fluttered over the controls, nursing the TARDIS through the flight, and wondered how deeply the Master had hurt her.

He unfolded himself as a distant boom and slight jolt signalled touchdown. Together, the three of them strode down the ramp and out into the watery light of Cardiff in the late afternoon.

Spencer watched Jack closely as the older man took a deep breath of the cold, slightly salty air. He caught the brief flicker of expression. "Home sweet home?" he murmured.

Jack beamed, a bright smile only slightly brittle. "This way." Spencer found himself flanking the Doctor, Jack on his other side, as they walked into the plaza. Spencer found the movement soothing, counterbalancing his growing restlessness.

The plaza was nearly empty, only a few people wandering about. Spencer looked down at the pavement, and tried to imagine the massive underground base Jack had described. "Are you sure we've got the right secret address," he asked.

Jack laughed and nodded as he slowed and walked up to a narrow railing that ringed the edge of the area. "Hope so. I don't think I could get our number from directory inquiries. At least,” he added with a wry smile. “I hope not!”

Spencer smiled, turning and hopping up to perch on the top-most rail. The silence stretched out, soft and comfortable, each man lost in their own thoughts.

Spencer had never made it to Cardiff, the first time. The Master knew Torchwood was here, and the city had suffered for it. He took in the sights of the city restored, the people going about their small, significant little lives. "It's weird," he said at last. "That they all knew who you were, knew your name." He nudged the Doctor with his elbow. "Knew who to thank." The Doctor rolled his eyes. Spencer smiled back at him. "Now they have no idea that you even exist."

The Doctor looked around the plaza. "Good," he said emphatically.

Jack nodded to himself as he tapped the railings with finality. "Well," he declared. "Back to work." Ducking under the railings, he dropped lightly down to the plaza level.

The Doctor leaned over. "I really don’t mind," he said. "Come with me."

Spencer saw a lot of himself mirrored in Jack’s face. "I’ve had a lot of time to think, that past year," Jack said. "And in the end, it always came back to that team of mine." He looked over his shoulder at the plinth in the middle of the plaza. When he turned back, his eyes were determined, his voice steady. "Like you said: responsibility."

The Doctor nodded, but from his perch, Spencer could see the stiffness in the Doctor’s shoulders. "Defending the Earth, can’t argue with that." The Doctor reached out and grabbed Jack’s wrist. His other hand reached inside the folds of his coat to produce his sonic screwdriver.

"Hey," Jack protested.

"Can’t have you running about with a time-travelling teleport." The sonic hummed and the device beeped. Spencer found himself rubbing his own wrist, haunted by the memory of the straps, tight and heavy.

"What about me?" Jack asked. "Can you fix me?" There was a hunger there, a longing, that made Spencer feel uncomfortable.

The Doctor shook his head. "Nothing I can do," he admitted. “You’re an impossible thing, Jack."

Like a switch had been thrown, the longing vanished, replaced by the jovial mask of Captain Jack. He grinned, flashing white teeth. "I’ve been called worse before," he said teasingly. Jumping backwards onto the next step, he drew himself up and snapped off a salute. "Sirs," he said, military-stiff.

The Doctor gave a little wave. Spencer winked and doffed an imaginary cap.

Jack half-turned, then turned back. "It’s just...I can’t die, but I keep getting older. Odd little grey hair." Spencer stifled a laugh. Jack glared at him. "Okay, vanity, sorry. But seriously, what happens if I live for a million years?"

The Doctor chuckled. "I really don’t know. Sorry."

Jack shrugged. "Yeah, well, I guess I’ll find out. Just as long as it’s not too horrific. See, I used to be a poster boy, when I was a kid, living in the Boe Shang peninsula. Tiny little place. But I was the first one ever to be selected for the Time Agency." The Doctor was nodding like he was humouring Jack, but Spencer was fascinated. He could almost picture a mini-Jack, running around on the sand. "They were so proud of me. The Face of Boe, they called me."

Spencer froze. The Doctor had stopped mid-nod.

Jack shrugged. "Oh well." He winked at them. "I’ll see you around."

Spencer stared, wide-eyed, as Jack strolled away.

"What?" the Doctor breathed. "No, it can’t be, definitely not!"

"No fucking way!" Spencer cried, slapping the Doctor’s arm.

"That too," the Doctor said. Spencer looked down into the Doctor's shocked stare and burst out laughing. Laughing, the Doctor tugged him down from his perch and pulled him back towards the TARDIS.

Spencer let himself be tugged along, trying to keep the bittersweet emotions he was feeling off his face.

He was going to miss this.

* * * * *

The door shut, cutting off the sounds of Cardiff. The Doctor strode up the ramp and circled the console. "So!" he declared, over bright. The Doctor had been like this ever since he came back from...wherever he had gone to bury to the Master. Every sound was like an echo, every colour oversaturated. By trying so hard to be normal, it was making things weirder. "Where to next? The markets of Bel-Sharesh? The finest fabrics from the galaxy. Or maybe the twin cities of Tor and Terah? They have this festival that leaves Mardi Gras to shame…"

Spencer walked slowly up the ramp, feeling like the worlds biggest asshole. "I know where I want to go."

The Doctor span the central monitor around and stretched his fingers over the console, like a pianist preparing to play. "Name it."

Spencer took a deep breath. "Earth. Las Vegas. Say...ten hours after when we last left?"

The Doctor's head snapped up, eyes huge and dark.

Spencer bit his lip. "Yeah."

The Doctor ducked his head, turning his face away to fiddle with the dials on the console. "Okay," he said softly.

Spencer moved over to the console and splayed his fingers across the warm, smooth surface as the TARDIS shuddered into flight. The pulse of the engines was the only sound. Too soon, the mechanisms of the console clicked and Spencer braced himself for landing. The thump of touchdown was final.

He took a deep breath and walked around the console, meeting the Doctor halfway. "Right," the Doctor said.

Spencer tried to smile. "I can't...I just..." he sighed, struggling to find the words. "They're expecting me," he finished lamely.

The Doctor nodded. "Of course. Breakfast, and, and things."

The silence stretched like taffy between them, prickly and uncomfortable. Spencer watched the Doctor's features soften. "Thankyou," the Doctor said at last with heavy sincerity.

Spencer was already moving, pulling the Doctor into a bear-hug, his fingers running through the Doctor's hair, tugging at his jacket, trying to pull him as close as he could. His eyes felt prickly, his face hot. He buried his nose into the side of the Doctor's neck and let him hold on for as long as he needed.

Finally, they pulled apart. Spencer fought the urge to cross his arms as the Doctor bury his own hands into his pockets. "Spencer Smith," the Doctor declaimed, lips smacking over the syllables one last time. "You saved the world."

"Don't sound so surprised," he shot back. "That's my job." Spencer sniffed. "Not so much of an idiot as you thought, hey?"

The Doctor beamed fondly. "But still just as sarcastic and secure and...other things starting in S."

Spencer laughed, feeling the tightness across his throat. "Will you be okay?"

"Always," the Doctor shot back too quickly.

Spencer nodded once. "Okay then." He paused a moment, then gave in. Surging forward, Spencer cupped the Doctor's jaw with one hand and pressed a quick kiss to the corner of his mouth. "Bye," he whispered, turning away and walking out the door.

Outside was his living room, just as he had left it, so long and ten hours ago. There were even papers on the floor from the last take-off. The answer machine's light was glowing with messages. Dawn was spilling in through the curtains.

His hand was still on the TARDIS door. His fingers twitched.

No, it wasn't going to walk out with _everything_ like this. That wasn't the right note to end on.

Setting his mouth into a determined line, he pushed the door open again.

* * * * *

"Right," he said. The Doctor looked up, startled. "Here's the thing. My best friend Ryan had this thing for this guy called Pete. Stalked him across the internet, basically bullied him into coming to listen to us play -- and by us, I mean him and Brendon and a stupid little Casio keyboard. I wasn't allowed to skip school."

The Doctor blinked. "Is this..."

"Shh," Spencer cut him off. "The thing is, it worked. Ryan pestered Pete, and Pete probably came down just to laugh at the stupid emo kid, but it worked. We got signed to a recording contract."

"Umm, congratulations?" the Doctor offered in confusion.

Spencer waved away his interruption. "And I told him, the drums are the backbone of a band. We hadn't even played a gig then, we were still in school, and we were meant to go off and just record an album. A big chunk of Pete's label was riding on us, so no pressure." He rolled his eyes sarcastically. "So I said to Ryan, if he wanted to get a proper drummer, to do it. Those were his songs, he _needed_ them to work, to get out. I knew I was going to be good, but I wasn't good yet. And do you know what he said?" The Doctor shook his head side-to-side, captivated. "He said that he needed his best friend today. For that, he'd wait for me to be a good drummer tomorrow."

Spencer took the last two steps that brought him into touching distance with the Doctor. "He put everything on the line to take me with him. And I always thought that if our places were reversed, I'd do the same." He saw the Doctor nod as he understood, finally, what Spencer was trying to say. "So this is me, being the person worthy of being Ryan's friend. This is me, doing the same."

The Doctor's smile was small and secretive. Spencer could read him now, knew what it meant. He reached out and tugged at the lapel of the Doctor's jacket. Reaching inside, he pulled out the Doctor's mobile phone. "Bet you didn't know I knew you had one."

The Doctor made a see-saw gesture with his hands. "I usually let it go to messages."

Spencer laughed and opened the contacts list. His bit his lip when he saw his name already there. Pressing a few more buttons, he closed the device and tossed it back to the Doctor. "You have my number," he said as the Doctor caught it. "You need me, you call. I'm your friend too."

The Doctor looked up, and for a brief moment Spencer thought he saw shock in those brown eyes. "I will," he promised, his voice raw. Spencer nodded, and started sauntering down the ramp. "Only if you promise too!" the Doctor called after him.

Spencer stopped in the doorway, one foot in the TARDIS, one foot on his living room rug. "Oh, definitely," he said with a wicked grin. "I'll see you again, Doctor."

He closed the door on the Doctor's grin, and stepped out into the new morning.

 


	20. Aftermath

**Summary for the Chapter:**

> That was years ago, for him. It was last night for her.

Spencer drove slowly, taking care in the bends and curves of the twisting mountain road, relearning how to drive. His stomach churned, feeling sour despite the fact that he had only managed a few mouthfuls at breakfast.

It had been a difficult morning.

He had almost cried when he saw his mother, his family, gathered around the table. Feeling like a ghost, like he was back under that damn Perception Filter, he had taken his seat, accepted his plate, and listened to his mother's angry silence.

He was elbow deep in suds, washing the dishes by hand in an attempt to prolong staying, when she appeared at his side. "I haven't told your father about last night," she snapped, clipped and angry.

Spencer blinked. Last night? In his own personal timeline, last night was a UNIT debriefing followed by a couple of hours helping the Doctor and Jack dismantle the last of the Paradox Machine. "Huh?" was the best he could manage. He rubbed his eyes with the back of his wrist, mindful of the suds.

He was so tired.

His mother had one hand on her hip. "Spencer Smith, don't you 'huh' me, mister." She raised one eyebrow at his blank, bleary stare, her glare softening into concern. "Did you let the paramedics check you out? You left the lab so fast, and Sue-Ann was babbling about monsters. They had to give her a sedative."

Sue-Ann. Lab. Monsters.

Lazarus. That was years ago, for him. It was last night for her.

He closed his eyes as the world spun around him, the temporal disorientation becoming overwhelming for a moment. He opened his eyes at the cool, soft touch of her hand on his forehead. "Spencer?" she whispered. "Honey, are you alright?"

He let himself nuzzle against her touch for a brief moment. "Just tired," he said honestly. "Didn't get much sleep last night." Or the 365 nights before that.

His mother was studying him like only a mother could. "I slapped your friend," she said bluntly.

"He probably deserved it," Spencer replied, managing a little smile as he pulled away and turned back to the dishes. "At least a little bit."

"Who was he?"

Spencer looked at the soap bubbles, clean and bright in the sunlight. "Just passing through," he said at last. "He was just passing through."

* * * * *

Spencer slowed as he negotiated the last bend. Rolling across the gravel, he slotted his car between Ryan and Brendon's and cut the engine.

He was here.

He listened to the engine ticking as it cool, the distant calls of birds, the sigh of the breeze.

Spencer took a deep breath and forced his muscles to unknot. No guards. No checkpoints. No Spheres.

But he couldn't shake that prickly, exposed feeling.

Finally, with a snort of disgust with himself, he dug into his pocket, the movement awkward in the confined space. His fingers closed on worn string, and he tugged his key free. It was just a key now, a key to _that_ door, sure, but it could no longer act as a Perception Filter. Even so, he felt himself settle somewhat as the key dropped under his shirt, a familiar weight against his skin. Placebo effect, but it would help get him through.

He had long ago accepted that a good plan was one that worked.

Cracking the car door, he crunched across the gravel. His bag was slung over his shoulder as he walked down the narrow path to the front door. As he walked, he reminded himself -- according to local time, he had been gone three days.

Just three days.

He eased the door open slowly, unable to break the habit of sneaking. He'd have to relearn so much -- like how to just walk through a door.

The idea left him swaying with exhaustion. He forced himself onwards, faded memories restoring themselves as he walked through the cabin. The tangle of cables, the remnants of their last Guitar Hero battle. The smell of Jon's coffee and unwashed boys and the turpentine tints of the mountain air outside.

Spencer stopped into the middle of the room and drank it all in.

"Hey Spence." Spencer dropped his bag in shock as Jon wandered by holding a bowl of cereal. "Good break?"

* * * * *

He drifted through the cabin like a ghost. His room -- a mess, shoes and clothes scattered across the floor. The walls were the wrong colour and the bed was too firm. Down the corridor, past Ryan's room, Jon's, Brendon's with the name plastered to the door, white paper and black sharpie.

He followed his ears to the big room out the back, the one they had gutted and rearranged a few weeks ago. A few years ago.

Spencer realized he had no idea how long he had been gone. Three days for them, but...there had been no real outside measure of continuous time on the TARDIS. They had stayed in places hours, days, weeks, sure. But those were little snippets of continuity in the timelessness of the Doctor's travels.

Spencer wondered how old he was now.

He felt ancient, shuffling past a pile of cases, the carefully clear space around the guitar rack. A head popped up as he approached the couches that were pushed into the corner. Ryan sat up as Spencer circled the couch and dropped to his knees, demanding hugs.

Ryan made a noise of mild protest as Spencer crawled over him, working his way into the tiny gap between Ryan and the back cushions. He pushed his face into Ryan's shirt and breathed.

Long thin hands splayed themselves over his shoulder. "Hey," he said.

"Hey," Spencer replied, voice muffled. He shifted his face and tried again. "Hey."

Ryan petted his hair slowly. "So," he said at last. "Want to tell me what that was all about?"

Spencer froze, mind racing. "What what was all about?" he asked, stalling for time.

"First you call me with some stupid question about Elvis or the Beatles," Ryan said quietly, but something in his tone screamed to Spencer that Ryan was not to be budged from this line of thought. "Then you lie about being out with some non-existent cousins, then you call me again babbling about being sorry, and that you loved me, then you call back again, cool as anything, say you're out with friends but won't say who or where, then you hang up on me. So," the fingers in Spencer's hair tightened and tugged lightly. "I ask again: what?"

Spencer remembered that day now, mindless panic punctuated by bright images, moments frozen in his memory. It was hard, even after all this time, to forget almost being eaten by a sentient sun.

"It's nothing," he mumbled. "Forget it, just being stupid."

Ryan tugged, pulling himself closer to Spencer. "You scared me," he whispered, barely louder than a breath.

Spencer tightened his grip, feeling Ryan warm and alive beneath his hands. "I'm sorry," he said sincerely.

He closed his eyes, feeling the weight of Ryan's attentions. That settled it. Even if they would believe him, he could never tell them where he'd been. He had kept them safe from the Master.

Now he had to keep them safe again.

* * * * *

Spencer woke with a start, the late afternoon sunlight streaming in through the slats of the high windows. He shivered despite the light blanket that had been tossed over him, and tried to get his bearings.

The key shifted against his skin, body-warm, as he sat up and looked at the instruments and cords and amps, the lyrics scribbled onto bits of paper tacked up across the walls, the old TV on a box in the corner.

He stood slowly, taking a moment to stretch, then wandered back down the hall towards the sound of voices, the smell of food.

"Spencer!" Someone yelled as he stepped through the doorway. "Spencerspencerspencer!"

He caught Brendon as he barrelled into him, accepting the hug and returning it in equal measure.

When he stepped back, Brendon was studying him, a calculating look in his eyes. Spencer kept his face impassive. He knew how observant Brendon could be, how quick that mind was. Brendon could read people in a way Spencer could only dream about.

He'd have to be careful.

"Spencer," he said with a heavy look. "Did you decide to celebrate your return to the mountain by becoming the Mountain Man?" He reached out and stroked Spencer's cheek.

Spencer blinked. He'd had the beard so long now...since before the year? Just before, he remembered, the echo of old jokes filtering out of his memory. A long time, anyway.

It hadn't been there yesterday, though.

He patted his own cheek as if feeling it for the first time. "Uh, yeah," he managed, turning away towards the smell of the poptarts Jon was heating up in the toaster.

Jon watched him for a moment before stroking his own stubble. "Man, if that's the competition, I'm not even starting," he grinned, his fingers making a light rasping noise. "Spence has me owned before I even begin."

"A philosophy that will stand you well in all avenues of life, Jon." Spencer even managed to hit the right tone, severe but gently mocking.

Jon laughed. "But seriously, man. That's three days? Wow, what did you do, get bitten by a werewolf over the weekend or something."

Spencer thought of Lazarus. "Something like that, yeah."

He stole a poptart and left Jon and Brendon bickering over the best werewolf movie as he drifted out into the other room. Tip-toeing over the mess, he kicked a space clear on the floor and sat down, back against the end of one of the couches, legs stretched out until they were almost brushing a discarded game controller.

He bit into the poptart and cursed, fanning his burning mouth. Putting down his plate to let it cool, he picked up the rumpled papers he had kicked aside.

His heart stopped beating for a second as the Master stared out at him from the front page. It took a moment for the headline to sink in. "President Assassinated: Brit PM Insane?" He shook out the newspaper and started to read, the rest of the cabin fading into irrelevance as he pored over the coverage.

* * * * *

He looked up blearily as the overhead light clicked on. "Spencer?"

Wincing as his neck protested, he twisted around to watch as Jon, Ryan and Brendon piled in through the doorway. Brendon climbed over the back of the couch as Jon and Ryan flanked it, coming in to encircle him.

Spencer wished he didn't feel, even for a second, the desire to run.

"Whatya doing?" Jon asked, voice fake and bright.

Ryan didn't even bother faking it. He just reached over and plucked the newspaper from Spencer's unresisting hands. "Fucked up," he commented blandly on the headline before tossing it away. "Now, talk," he commanded.

"What's my $100 subject," Spencer asked, stalling, buying time, always time.

"Your mom called me," Ryan said, not buying the bullshit. He knew Spencer too well. "What happened this weekend?"

Spencer looked into the three faces staring at him with open concern. He breathed deeply and found a smile good enough to pass. "Things escalated a bit, that's all."

* * * * *

Some part of him had hoped that they would just leave it alone. Or that the year would fade with the unreality of it all, to leave only scars and a kaleidoscope of strange scenes in his head.

The atmosphere in the cabin was getting tense, the air brittle with unasked questions and unspeakable answers.

Or that could just be him. He hadn't decided yet.

He switched his sticks into one hand briefly to rub at his eyes. They felt gritty and raw, and sometimes it hurt just to focus. His shoulders were aching with the tension as he tossed one stick into the air and caught it, changing the angle to bring it down hard. The drum thumped with the weight of the stroke.

Closing his eyes, he brought his hands together and started again, a basic drum roll, faster and faster and faster, closing it out with a clash of cymbals, before coming back, trying to find the drum line for _Tables_ , the one he had known like the pattern of his own breathing.

He snarled a curse and hurled the stick at the wall as he fucked it up for the fifth time in a row. It clattered into silence on the bare floor.

Spencer hung his head, chin to his chest. It couldn't be gone. Shaking himself out, he dug under his stool for another stick, and held his hands up in front of his face.

His eye was drawn to the little scar, barely a nick, right across the bottom joint of his thumb. A stupid can, badly opened. Could have happened anywhere.

It had happened on his way out of the radiation pits of Europe, and his guides had fussed for three days, trying to keep it clean in that blasted wasteland.

He closed his eyes for a second and opened them again. Two hands. Two sticks. Keep it simple. Start slow.

He laid the drumheads against skin and steadied his breathing.

One two, one two, one two.

He let the rhythm sink in for a minute, just holding steady, nice and easy. Then he began to embellish the rhythm, not trying to hold to any recognizable pattern in particular. Just sounds.

His eyes snapped open, sensing more than really seeing movement by the door. His arms just kept on going, paring back the sound to the core rhythm. Jon stood there, listening, arms folded across his chest.

Spencer watched as one of Jon's fingers began to tap on his arm, falling into the beat. Spencer stared at Jon’s hand as his ears finally began to truly listen to what he was playing.

He dropped the sticks.

Spencer didn't see Jon move, he was just suddenly there, worming in behind the kit. "Spence? Shit, Spence? Come on." Warm, calloused hands tugged at his shirt, pulling him out, guiding him to the couch. He sank into the cushions, ignoring the new voices, the way someone dragged the blanket over his shoulders.

"What happened?"

"Shit, he's shaking!"

"Spence?"

At the sound of his name, he looked up into Ryan's face. He was lying down, he realized. He tried to sit up, but hands pushed him gently back down.

He baulked, hauling himself up into a sitting position.

"Spencer, what's wrong?" Ryan had moved into the spot next to him, his body a warm line of contact from knee to shoulder.

Spencer shook his head. "Nothing," he forced out between gritted teeth. He'd just been drumming the Master's rhythm, that's all. Even dead, the bastard was holding sway over his life. "Nothing," he said again, barely even hearing the question.

"Bullshit."

Spencer sighed and managed to stand without falling over. "I'm just really tired. I think I'm going to take a nap."

Somehow, he beat them upstairs. Closing the door, he put his back against it, sinking down to sit on the floor as they began to hammer at the cheap wood.

He didn't stop shaking until long after they stopped. Reaching over with his foot, he caught his bag and tugged it over. Digging out his phone, he flipped it open and he hit redial, hoping it wasn't too late or too early in Cardiff.

His left hand reached up and gripped his key through his shirt as Jack's voice answered the phone.

* * * * *

His watch told him it was three am. He had given up trying to keep track of days.

The old cabin creaked in the cool night air as Spencer eased open his door and padded down the corridor on silent feet. The bathroom was at the far end, in the opposite direction from the bedrooms. He shut the door before turning on the light.

Talking to Jack had helped, a little. He understood, if nothing else, and not just the missing year. How do you explain it, travelling with the Doctor? What words could describe it?

That was the key.

He stripped out of his clothes, adjusting the tap and waiting for the water to warm up on automatic, his mind whirring with options. UNIT had offered to find him a shrink, a military one with clearances and at least the vaguest notion of what Alastair had called it 'life in the field.'

Spencer thought 'living hell' was probably a little closer to the mark.

He tilted his face to the spray and tried to push it all to one side. He needed sleep, that was the problem. It was hard to do anything through the murky layers of exhaustion.

But even his thoughts were uncontrollable. Options and plans, alternatives and contingencies. He had to do something, anything. It couldn't go on like this. But to see a psychologist would mean dredging it all up. Every step. Every _mis_ step. The story he told and the stories he heard. The names and faces he could never forget, the people who died so that he could keep walking.

They were alive now, all of them, untouched by the horrors. But his stupid fucking brain couldn't get around that. _He saw them die_.

Spencer fell forward, hands slapping flat against the tiles, over-tense shoulders singing as they took his full weight. The water pelted into his skin, needle-fine and too-hot.

"I'm home," he told himself, tilting his head back to fill his mouth with water. He spat it out and stood up straight. "I'm home, they're safe, it's over."

His arms crossed his chest, hands rubbing bare skin like it was freezing rain again, not a warm shower.

Spencer didn't hear the click of the door opening, but he heard the gasp, an odd note in the patter of water on tiles.

He lifted his head and half-turned.

Ryan was standing their, his eyes tracking down Spencer's skin. Spencer felt pinned, unable to move as he watched Ryan take in everything, every scar and mark, like he could see the histories and the close calls each one represented.

Spencer felt beyond naked. But he didn't move.

Finally, finally, Ryan's eyes tracked his face. "Spencer?" he whispered. He sounded hurt.

That broke the moment. Slapping off the taps, Spencer stepped out of the shower and snatched up his towel. "Leave it, Ry," he growled.

"But..."

Spencer whirled on the spot. "I said _leave it_." Grabbing his clothes, he yanked open the door and fled, leaving a trail of damp footprints in his wake.

* * * * *

Spencer listened to the dial tone beep endlessly as the first pink rays of sunlight crept through his window. Outside the door, he could hear footsteps, the low murmur of conversation. A door slammed and an engine started, tyres hissing on the gravel as it rolled by under his window and down towards the road.

Spencer tugged his knees closer and wished he could close his eyes.

Dust motes danced in the sunlight, suspended in air. Feeling like he was moving through water, he reached over and hit end, redial, end, a continuous loop.

Jack didn't pick up.

Spencer didn't know who else he could call. Every other name on the list in his phone knew only pieces, fragments of the bigger story.

Almost every name. Spencer rubbed his thumb over the worn buttons, watching the names scroll down until his rolled into view.

All Spencer had to do was call, and he'd come. He would come. He knew it like it was an unshakable tenet of his world. The sun would rise, the world would turn, and the Doctor would come when he called.

A light knock on the door had him snapping the phone shut, jamming it into his pocket in one motion. The door inched open, and Ryan carefully peeked around the corner.

Spencer mouthed a silent apology. That look in Ryan's eyes -- he had put it there. It was his fault. "Can I...?" Ryan asked softly.

Spencer made a gesture with his hand, bunching up a little as Ryan came and perched himself delicately on the edge of the bed. Spencer found his eye drawn to the elegant swirls of pink and cream that whorled the pattern of the scarf Ryan had tied around his neck, incongruous above the plain t-shirt and faded jeans. The silence stretched like taffy between them. "Can you tell me about it?" Ryan asked, a breathy whisper that mingled with the dust and sunlight.

Spencer sucked on his lip for a long moment, then slowly shook his head.

"Okay." Ryan crawled onto the bed and across the covers. Balancing with his hands on Spencer's shoulders, he nudged them until they were lying, Ryan spooned against Spencer's back. "Try to get some sleep. I've got you."

Spencer groped blindly and caught Ryan's hand in his. Twining their fingers together, he sighed and closed his eyes and fell asleep.

* * * * *

Spencer jerked awake, gasping for air, feet kicking out and hitting skin and bone. Ryan's groggy curse was muffled by the pillows, and Spencer felt his heart rate start to slow as his got his bearings. "Sorry," he muttered.

Ryan just looped an arm around his waist and hugged him. Spencer looked away, feeling like the biggest jerk in the world. He could read the tension in Ryan's touch, the way he moved and spoke. He did that.

Shaking Ryan off, he slipped to the edge of the bed and leaned over, looking for his shoes. "I'm just...I'm gonna..."

Outside, a car door slammed. Ryan laid his hand on the back of Spencer's neck, his fingers toying briefly with the knot on the string. Spencer rolled his head, shifting under Ryan's touch. "No," Ryan said flatly. "You're not." He shuffled forward and stepped down off the bed. "Come on," he added, tugging at Spencer's arm.

"What?"

"Band meeting. Now."

Spencer looked up, finally meeting Ryan's eyes, seeing fear and determination, and courage and strength. He remembered what he had said to the Doctor. This was his best friend, thick and thin.

Yet the thought of going downstairs with him right now seemed almost unimaginable. He realized he was already shaking his head no.

"Spencer!"

Spencer was already moving. The door banged as he flung it open. He tapped off the wall opposite with both hands, channelling the momentum to help carry him down the stairs.

He had to get out. Get out. It was all he could think of. As if from far away, he could hear Ryan calling his name.

The corridor seemed to telescope, getting longer and longer no matter how many steps he took. He sped up, charging at the little square of light at the far end, bursting through into the living room.

He barely registered Jon in front of him, Brendon rising from the couch. All he could see was the windows, outsideoutsideoutside.

Jon caught him by the shoulders, almost tackling him, pushing him into the wall with his whole body.

Spencer lashed out, trying to get him off, getoutgetoutgetout.

"SPENCER!"

Spencer gasped as the world snapped back into focus around him. Jon, panting, holding on. Ryan, approaching slowly like Spencer was some skittish animal. Brendon, half out of his jacket, frozen in place. Pete was standing next to him, staring. His dark sunglasses reflected the whole scene back to Spencer.

Spencer let out the breath he had been holding. He felt Jon slowly let up, stepping back cautiously.

Spencer looked around at each of their faces, then down at his hands. They were shaking. His shirt rode up as he slid bonelessly down the wall, curling up on the floor.

He closed his eyes. Perhaps the world had ended after all, but only for him.

* * * * *

Spencer curled up on the end of the sofa, knees to chest, and half-listened to the urgent babble of whispers from the far side of the room.

His mind was a blank blur, like everything was racing past him, but he was standing still. Frozen out of time. Across the room, he saw Ryan detach himself from the group. Spencer closed his eyes, the coward's escape once more.

Light hands brushed across his knees, a gentle touch to coax him out. "Spence?" Ryan murmured. "Spence, please, you're scaring me."

Spencer shook his head, but let his feet drop to the floor. "I'm sorry," he mumbled. "I didn't want...I did it for..." He turned away, eyes still closed, unable to find the words. There was a part of him, small and insistent, that was whispering that just telling them would be a relief. They might think he was crazy, or deranged, or tripping. But that would be a different burden; perhaps one that would be a little easier to carry.

Spencer opened his eyes and stood up. No. This was his. He had to protect them, even if it meant protecting them from him. Spencer looked Ryan right in the eye. "I'm sorry," he said, clearly and firmly. "I am truly sorry."

Ryan rose more slowly. "For what," he asked quietly. "Spencer, please, just tell me. What's wrong?"

'Nothing,' Spencer couldn't tell him. 'Nothing is wrong now, everything is in its right place except me.' He looked up at Jon and Brendon and Pete, a determined huddle by the main door. How do you tell Pete that he died in a fireball as a city was razed. How do you tell Jon that his family were hunted and executed because they were all the Master could find. How do you describe a year that never was?

The images were coming faster now, the burnt cities and blasted wastelands. The people, starved into submission and slavery. The death and destruction, the decimations and the purges. The stench of decay that ghosted across a dying world.

Spencer felt his arms shaking with the tension of holding it all in. He shook his head, but it wasn't enough. He needed space, and air, and _time_. In one movement, he leapt over the back of the sofa, landing with cat-like softness on the rug, heading back towards the passage. Plan B, another option, an escape route -- he had planned so many before, this one just formed automatically in his mind.

"Spencer!" Long fingers skittered down his arm and wrapped around his wrist.

Spencer reacted on pure instinct. As the fingers tugged, he let himself go with the change in direction, other hand bunching into a fist, singing an arc through the air.

Thought caught up with reaction a split second after the sound of his fist hitting flesh tore the air.

* * * * *

Spencer blinked. Ryan lay motionless on the floor, too stunned to move. He just stared up at Spencer, eyes huge and dark. The thin trickle of blood dripping from his lip made his skin seem preternaturally pale.

Spencer had learnt how to fight early on. He never told the Doctor, had never been asked. They never really spoke much at all about the details of it all. What surviving the year had cost. Spencer knew how to throw a punch, how to kick, when to run and when to stand.

He had never hit Ryan. Ever. Never thought he would -- their fights were always bitchiness and screaming and silent treatment and quiet apologies. He had put everything into that punch, and had laid Ryan out onto the floor.

He had hit Ryan. It felt like the last bridge to his old life, burning.

Spencer couldn't form the words of an apology. He hoped Ryan could read it in his face. But, Spencer knew now beyond all doubt -- he couldn’t stay here, he'd just hurt them. After everything, he was now their biggest threat.

Spencer turned, ready to run, and collided with a warm body that wasn’t there a second ago. He looked up into Jack's eyes, disorientated by his sudden appearance. Spencer felt the breath of Jack's words against his neck. "Spencer," Jack murmured softly. "You can stop now."

Spencer didn't register Jack's arms slipping around him as his knees went. Spencer slithered down, heavy and boneless, and beyond caring. There was a babble of voices, but they were really far away from where he was. Stop. He could stop now.

His cheek touched the floor. He opened his eyes to see Ryan still lying there, staring at him, blood dripping onto the floor, one drop after another. Spencer reached out, brushed the crimson droplet away with his thumb.

Ryan moved his arm tentatively, and something in Spencer broke. They were here, and they were okay, and he can stop. He can _stop_. He reached out, hauled Ryan bodily over to him and buried his face in Ryan's shoulder.

* * * * *

Spencer could see Ryan staring at them, the bag of frozen peas forgotten on the table in front of him. Spencer ducked his head, cheeks warming. Ryan had only let go of Spencer under duress, but had drawn the line at letting Spencer out of his sight.

Spencer found that he was oddly warmed by Ryan's protectiveness. His knuckles still tingled from the impact, and Spencer moved his fingers one at a time in rapid sequence to stop them freezing up, tapping out a beat that wove a counterpoint to the movement in his legs.

Jack reached over and laid his hand over Spencer's, sandwiching it against his knee. "You haven't heard a word, have you?" There was a lightness to Jack's tone, but underneath it Spencer could hear other, more familiar notes. Concern, worry, fear. "Spencer?"

Spencer tried to tug his hand clear. "I'm fine."

Jack held firm. "Yeah, that's why you're calling me eight times a day, just hit your best friend, and..." Jack's hand bore down, pushed into Spencer's knee. "Then there's this."

Spencer stared down blankly.

He heard Jack sigh. "Spencer," he said gently. "You can _stop_ now."

With a little noise of surprise, Spencer got it.

Jack's voice was close and low. "Your body is home and safe, your family is okay. But up here," Jack tapped his finger once against the side of Spencer's head. "You're still walking. You're still trying to save them."

Spencer stared at his feet, surprised that he hadn’t noticed that they were constantly moving on the spot, heel to toe and back again. He was wearing the shoes he had bought after New York. Bought in an alien bazaar on an alien world so far away. He thought he was leaving it behind, when he said goodbye, but he had just brought it all with him.

He looked up, and knew from Jack's expression that his thoughts were written across his face. "I want to tell them," he confessed. "But I _don't_ want to tell them..."

Jack grinned. "Ahh, the human condition in a nutshell!" His laughter faded. "You can, you know."

Spencer rolled his eyes. "But then _they'll_ know and...I don't know if that's...right."

He looked down at his hands, feeling Jack study him silently. "Okay," he said finally, as if reaching a decision.

"Okay what?"

Jack glanced once over at the cluster of people visible through the door, dropping his voice even lower. "Spencer, have you ever heard of something called Retcon?"

Spencer listened as Jack explained in terse phrases. A memory drug, an actual memory drug. "Seriously?" Spencer asked as Jack wound down. "And it won't hurt them?"

"No."

Spencer stared at him, looking for the catch. He could tell them, but...

Spencer smiled, stood up, and strode into the kitchen. As Ryan came forward to meet him, Spencer reached and caught Ryan's hand, twining their fingers together. "Guys," he said, looking at them in turn. "Come on." Tugging on Ryan's hand, he led them back over to the couches. "Make yourselves comfortable." As Ryan snuggled up against one side, Brendon and Jon came to squeeze in with them. Jack gracefully transferred over to the other sofa with Pete.

Spencer looked at them all and smiled. This rhythm he would never, ever forget. "I have a story to tell," he began, slipping into the cadences. "It's about a man called the Doctor..." he paused, saw Jack smile. "A boy called Spencer, and how they saved the world."

* * * * *

Spencer was intensely aware of the way Jack never took his hand out of his pocket as Spencer talked, telling the entire story, the year, the travelling, the _time_ travelling. He told the story like it happened to someone else -- it helped, in a way, made it easier to find the words.

The shadows lengthened and grew as the words poured out.

"...and so, I told him goodbye," Spencer finished. His lips were dry, his throat scratchy and sore. He studied the way his fingers had laced together, one thumb neatly folded over the other. "And I came home. To you guys." He shrugged awkwardly, still not daring to look up. "And...and you know the rest."

He lapsed into silence, listening to their breathing as they struggled. "You..." Brendon finally managed to stutter. "You met an alien?"

Spencer couldn't stop the tiny smile. "Several."

"And you travelled in his space ship."

"TARDIS," Spencer corrected. "Time and Relative Dimensions in Space."

"And you were there?"

Spencer didn't look up as Jack answered. "I was there. I couldn't go with him, but I was there. He's telling the truth," Jack added a shade defensively. "He saved the world."

Jon shifted, freeing an arm, and reached over to pat Spencer's leg. "Of course he saved the world," he said with absolute faith.

Spencer lifted his head and looked at Ryan.

Ryan's eyes were red, shiny with unshed tears. "You..." he started slowly. "Oh."

Spencer found his arms full of Ryan, alive and well. He felt Jon reach around and hug him from behind, Brendon almost crawling over the backrest to join in.

Spencer burrowed into their embrace and finally let himself fall to pieces, knowing that they would catch him.

* * * * *

Jack excused himself to the kitchen, busying himself with digging around until he turned up a kettle. He was filling it from the tap when Spencer appeared at his elbow.

"You okay?" Jack asked.

Spencer's face was a mask. "This stuff, Retcon. Does it take away memory, or just mask it?" Jack stared at Spencer until the kettle overflowed, cold water cascading over his fingers. Spencer reached forward and turned off the tap. "And it definitely won't hurt them?"

"Spence," Jack hissed, aware of the open door, the curious gazes beyond. "They believe you."

Spencer looked up. "That's the problem. I swore that year would never hurt them. They're okay now, but they're already starting to think it through, put pieces together. And it's going to fucking kill them." The last three words were a low, desperate growl. "I can't...Jack, please!"

Jack tipped some water out of the kettle and set it back on its plate. "What will they all drink?" he asked calmly.

"Coffee."

Jack forced a smile for the distant audience. "Make some. You and I are just having a nice chat about anything other than how to manage someone who's been Retconned."

Back in the living room ten minutes later, Jack forced his fingers around the too hot mug, tried not to watch like a hawk as one by one they took sips, and drank his poison down.

Spencer kept his eyes lowered, his fingers barely moving against his own mug as he tapped out the time he had to wait.

Ryan followed Jack’s gaze, saw the tension thrumming through Spencer, interpreted it into his own language, and leaned over. "It's okay, Spencer. Anytime you want to talk, we can talk now."

"No," Spencer said blankly. "We can't."

Jack stood up and came over to deftly take the mug out of Brendon's drooping fingers. On the far couch, Pete was already starting to slump into half-sleep of the drugged.

"Spencer?" Ryan's voice was tiny, little-boyish as Spencer caught him and lowered him down to rest against Brendon.

"I did it to save you," he whispered. "I'm not going to hurt you now." Jack had to look away as Spencer tangled the fingers of one hand with Ryan, the other with Brendon's.

Jon was fighting the drug, fighting and loosing. Spencer dropped to his knees, never letting go of his grip, and laid his cheek against Jon's thigh. "It's okay Jon, it's okay."

"Why?" Jon breathed.

Spencer's voice was barely audible. "One in ten, Jon. I saw one in ten die, I saw cities burn, I walked across wastelands. All for you guys. I can't drop it now."

Jack rose and began checking pulses. When he was done, he came and stood behind Spencer, who just sat there, arms raised and head bowed. Jack laid his own hand on Spencer's shoulder. "I'm gonna go now. They won't remember me."

"What will they remember?"

"Anything that makes sense. Play it like we said, they may remember being satisfied with your story, even if they can't remember details."

Spencer nodded, his beard rasping on Jon's jeans.

"And don't be surprised if little things come out. The memories are there, Spencer. They never go away."

Spencer turned his face into Jon's leg, snuffling a little against the fabric. "I know."

Jack let himself out.

* * * * *

Spencer took the easy way out. He made coffee and bitched light-heartedly about getting down the shake-n-mix pancake stuff, and didn't look anyone directly in the eye.

He busied himself with purposeful but meaningless tasks, listening as, with the traces of the drug burning out of their veins, they made up a satisfactory story out of whole cloth and dropped threads. Spencer had seen _something_ (each person filled in the something). Spencer had been shaken up by it (whatever it was). Spencer had finally broken down and confessed all (in a manner utterly satisfactory but which no-one could exactly recall right now). Spencer was okay now.

He realized he was humming a particular My Chem tune, and he snapped his mouth shut with an audible click.

No-one commented on the blanks in their memory, the strange way they had woken up. They either wove it into the lies they were building for themselves, or just didn't seem to see it at all.

It was like the Perception Filter all over again.

"Spencer Smith, Spencer Smith, Spencer Smith." He turned from where he was futzing mindlessly over the coffee pot and faked a smile for Pete. "Spencer Smith." Pete rolled the S’s, a smoother sound than the snap the Doctor added.

"That's my name, don't wear it out," Spencer replied as glibly as he could.

Pete's grin never faltered. Spencer looked down, trying to discreetly avoid looking Pete directly in the eye. "Spencer Smith,” he said again. “You roofied us last night. All of us, your band, your best friend, not to mention little old me."

Spencer swallowed reflexively and knew instantly that it was a mistake. He may as well have hung up a neon sign declaring his guilt.

"Something that makes people forget,” Pete pressed on. “But not me. Why?"

Spencer turned his wrists outwards and pressed down, making his arms take his weight as he leaned into the bench. He glanced over his shoulder, but Bren and Jon and Ryan were still in the living room. "I don't know,” Spencer admitted, voice low and harsh. “I swear to god Pete, I don't know. Maybe it mixed with something else you take, cancelled it..."

"No." Pete cut him off in that same even tone. "Not why do I remember. Why did you do it? Why don't you want us...them remembering you saved the fucking world. By the way, aliens?" The punch hurt more for its suddenness than its force. One of Pete's patented lovetaps, nothing more. "Why didn't you phone me and tell me, you fucker. Or better yet, land that fucking spaceship and introduce us."

Spencer bit his lip against the involuntary smile. In the corner of his eye, he could see Pete leaning over to study his face.

"Why the heroic martyrdom?"

"That's good," Spencer said, his voice cracking a little. "You should write that down."

"I'm a fucking genius," Pete agreed airily. "I make Trick tell me so daily. Stop deflecting."

"I don't want to hurt them." That was the truth, as best as he could articulate it. "I couldn't bear to hurt them. And remembering would hurt them."

Pete was staring at him, and Spencer could feel the track of his gaze. "You are, Spencer Smith. Every time you flash those scars, you hurt them. That’s why they called me down. Ryan was _freaking out_ over you. Watching you and not knowing how to help you? It’s killing him. All you just did was take away their only means of dealing with the pain."

Spencer closed his eyes.

"For what it's worth." Pete's voice was a hoarse whisper now. "If it were Trick and Joe and Andy out there? I'd have done exactly the same damn thing."

Spencer's eyes snapped open as he whipped his head around. Pete was right _there_ , and Spencer couldn't help but look straight into his eyes. "Really?"

"Truly. Rock, hardplace, and Spencer Smith." Pete winked at him. "You ever need a guy with a lever, give me a call. We can talk. Without the drugs, though."

Spencer laughed bitterly. “Everyone thinks I should talk, but…”

Pete rolled his eyes. “No-one understands me?” he trilled in a falsetto, grinning when Spencer laughed properly this time. “That guy from last night -- can you talk to him?”

Spencer nodded. “I do. But he’s got his own problems.” Pete folded his arms and waited. “But, there’s this group, UNIT. United Nations Intelligence Taskforce.” Spencer looked at Pete sideways. “The aliens-are-us guys. They -- they offered me a shrink, but…”

“Call them,” Pete said flatly. “Get help, Spence.” He took half a step forward and wrapped his arms around Spencer, resting his chin on his shoulder. “Let them help, at least. Then come back to us.” He brushed his nose across Spencer’s cheek and then he was gone, bellowing his farewells in the living room.

Spencer took the distraction and slipped upstairs. The plain white card was where he had left it, jammed into his jacket pocket. He stared at the black print for a long minute, worrying the edge of the card with his thumb, then he pulled out his phone.

The phone rang twice. “Hello,” he said to the voice at the other end. “My name is Spencer Smith. I was told I could call you if I needed help.” He took a deep breath. “Well, I need help.”

* * * * *

Spencer rolled into Vegas as the afternoon sun was just starting to slip behind the buildings, casting weird patterns of shadow and light across the ground. He had come to look forward to this drive, the half hour out and back.

His phone rang, and he scooped it up and glanced at the caller ID. With a smile, he flipped it open and tucked it between ear and shoulder. “Hey Harkness, how’s life in Cardiff?”

He heard Jack laugh. “Cold, wet, miserable, and full of Weevils. You?”

He grinned as he flipped his indicator and took the corner. “Warm, sunny, gorgeous, and full of psychiatrists. Wanna trade?”

“Tough call,” Jack shot back lightly. For a moment, Spencer could hear only static, but he could almost see Jack’s expression change. “How’s that going, anyway?”

Spencer shrugged, and almost dropped the phone. “It’s…going.”

“Spencer!”

He rolled his eyes. “Don’t ‘Spencer’ me, Jack.”

“Then be honest with me.”

“Even when you’re a thousand miles away, you’re still annoying,” Spencer shot back mildly. He thought for a minute, letting the hum of the road fill the silence. “It’s…good, I guess. Not what I was expecting. David has this fucking crazy dog, Pyro. We usually take him for a walk.”

“What, no ‘lie back and tell me about your mother’?” Jack gasped. “I’m scandalized. I’d report him, if I were you.” He heard movement down the line, like Jack was walking. “Are you sure he’s okay?”

Spencer rolled up to a stop sign as he switched the phone to his other ear. “He’s UNIT, he’s British, he’s a shrink. But he’s seen some weird stuff, I think. Nothing I say seems to freak him out, anyway.”

“And it’s helping,” Jack pushed.

“I’m sleeping,” Spencer offered. “That’s something, right?”

“It’s a start,” Jack replied in a non-committal voice. “How’s your band?”

“Retcon’s still holding.”

“That’s not what I asked, Spencer.”

Spencer didn’t answer as he drove up the narrow ramp to the parking lot. He cut the engine and sat there, considering his reply. “They’ve forgotten the details, but they remember that we talked about _something_ ,” he said finally, rubbing his free hand through his hair. “They know I’m seeing a therapist.” Spencer licked his lips. He tried not to talk about his friends with David, some residual impulse to keep them protected kicking in every time the conversation swung in their direction. But Jack -- he could trust Jack with this. “It’s just sometimes, I catch them looking at me like I’m going to break, Jack. And I’m okay. I’m not my best, but I’m not going to break.”

Jack’s silence spoke volumes

“Jack,” Spencer said flatly. “I am Not. Going to. Break.”

He heard Jack sigh. “Spencer,” he said, not unkindly. “We’re all broken. We started to crack the second we said yes. Every trip extended the splinters.” The connection crackled for a moment, like Jack was leaning into the receiver. “Your fractures are just a little more raw than most. Do you blame them for wanting their turn to protect _you_?”

Spencer had no answer to that. “I’m…I’m going to be late. I’ll talk to you soon, okay?”

Jack snorted, but acquiesced. “Sure. Take care, Spencer.”

He closed the phone, picked up his bag, and crossed the parking lot to the lobby. The elevator rose in silence, and Spencer stood still, watching the numbers climb.

Everyone was already in the studio when Spencer let himself into the booth. He dumped his gear on the table and continued on into the studio itself. The guys were just sitting around in a ragged circle, tuning their instruments. Ryan looked over as Spencer stepped up behind him and gave him a loose, one-armed hug.

“Okay?” Ryan asked.

Spencer smirked, but Jack’s words were still echoing in his head. “Fine,” he said quickly. “It’s good,” he added off Ryan’s brief expression of disbelief. He walked on quickly to hug Jon, then Brendon, waving to Eric and Rob as he stepped carefully over the coils of cables to his drum booth.

He sat down and pulled out two sticks, twirling them loosely to limber up. His skin still felt warm from the sunshine outside. He looked through the glass, watched as Brendon laughed at something Jon said. Rob waved at him, and Spencer reached over and snagged his headset.

“Spencer, you good?”

Spencer looked at everyone one more time. “Yeah, I’m good.” He brought his sticks together, the basic rhythm. One, two, three, four. “Here we go.”  


The End


	21. The Primer

**Summary for the Chapter:**

> Hi - so you've decided to ~~waste days of your life~~ read "Keeping Time" but don't know either one or both of the fandoms? Then come meet the main players (or get spammed by eleventy billion pics of Spencer - your call)

 

[](http://pics.livejournal.com/akire_yta/pic/000fxwpf/g58) |  ****  
This is the TARDIS. she is made of awesome. Oh, and that guy in front? He's the Doctor  
---|---  
[](http://pics.livejournal.com/akire_yta/pic/000fs0wp/g58) |  ****  
Yes, he really is a giant dork  
[](http://pics.livejournal.com/akire_yta/pic/000gqcsx/g58) |  ****  
He's from a world called Gallifrey. Unfortunately, he exploded it. No more Gallifrey, no more Time Lords.  
[](http://pics.livejournal.com/akire_yta/pic/000gr6bt/g58) |  ****  
He sometimes gets his emo on about it.  
[](http://pics.livejournal.com/akire_yta/pic/000fye9q/g58) |  ****  
But his cool toys cheer him up. This is his sonic screwdriver. It's a screwdriver, and it's sonic!  
|  During his many adventures, the Doctor likes to pick people up and take them for a ride. One of his past passengers was this guy...   
[](http://pics.livejournal.com/akire_yta/pic/000ftbgp/g58) |  ****  
Jack Harkness, but that's Capt Jack to you!  
[](http://pics.livejournal.com/akire_yta/pic/000fwx9h/g58) |  ****  
see, Jack runs Torchwood...but that's a spinoff for another half-year :)  
|  Now, this is where we deviate from the BBC script. This is the point where the Doctor picks up another passenger. This guy...   
[](http://pics.livejournal.com/akire_yta/pic/000gakd4/g58) |  ****  
Meet Spencer James Smith the V. We'll call him Spencer. Or Spence, if you like. He's in a band called Panic(!) at the Disco (they had an ! but they lost it in the mountains).  
[](http://pics.livejournal.com/akire_yta/pic/000g57dh/g58) |  ****  
Panic are a very tight band. Very tight.  
[](http://pics.livejournal.com/akire_yta/pic/000fz6ad/g58) |  ****  
Panic are also very cool, even when they sneak into that dream you have, about the clown. You know the one I'm talking about. So do they...  
[](http://pics.livejournal.com/akire_yta/pic/000gbebt/g58) |  ****  
Panic started when they were ridiculously young  
[](http://pics.livejournal.com/akire_yta/pic/000g01t0/g58) |  ****  
Then panic grew up (Spencer grew a bit more than the rest of them)  
|  So, as you can see already, Spencer has grown quite a bit over the past few years. We're interested in totally-legal Spencer, but a bit of background may be appropriate.  
[](http://pics.livejournal.com/akire_yta/pic/000gd1rf/g58) |  ****  
Waaaay back when they weren't legal, many people described spencer as the butch lesbian. As much as it pains me, they have a point.  
[](http://pics.livejournal.com/akire_yta/pic/000geyye/g58) |  ****  
However, strangely, the effect is weakened by eyeliner.  
[](http://pics.livejournal.com/akire_yta/pic/000gf6xt/g58) |  ****  
...okay, somewhat weakened by eyeliner. I know of more than one fangirl who admits they were scared of Spence for a good long while because of this photo  
[](http://pics.livejournal.com/akire_yta/pic/000g7pks/g58) |  ****  
Despite the amazing transition from killer lesbian to mafiosa mountain man, he still cuts a fine form in a suit...  
[](http://pics.livejournal.com/akire_yta/pic/000g4txq/g58) |  ****  
...and he will still fuck your shit up if you cross him, or his friends.  
[](http://pics.livejournal.com/akire_yta/pic/000g2wre/g58) |  ****  
Spence and Ryan are besties....  
[](http://pics.livejournal.com/akire_yta/pic/000g1ehz/g58) |  ****  
...and have been since the year dot  
[](http://pics.livejournal.com/akire_yta/pic/000g8846/g58) |  ****  
He's also fairly tight with his band...from left to right: Spencer (pwning all from his kit), Jon Walker (JWalk to his friends, bass), Brendon Urie (vocals and just about every instrument under the sun), and Ryan Ross (lead guitar, writes most of their songs)  
[](http://pics.livejournal.com/akire_yta/pic/000gp0f5/) |  ****  
Oh, and their boss is a guy called Pete Wentz. He's from a band called Fall Out Boy, is crazy, and basically let his new vanity label ride on four teenagers from Vegas who had never played a show. Good call, Pete! But back to Spencer.  
[](http://pics.livejournal.com/akire_yta/pic/000gg3qw/g58) |  ****  
The key thing is Spencer plays the drums  
[](http://pics.livejournal.com/akire_yta/pic/000gh26g/g58) |  ****  
Actually, its more than that...  
[](http://pics.livejournal.com/akire_yta/pic/000gks79/g58) |  ****  
...he melts fangirls everywhere when he bangs the shit out of his kit. Nuff said.  
[](http://pics.livejournal.com/akire_yta/pic/000gcsy5/g58) |  ****  
In bandom, the boys are fairly stereotyped. Jon is the stoner, Ryan is the artiste, Brendon is crazy, and Spencer takes charge. This may be because Spencer pwns all.  
[](http://pics.livejournal.com/akire_yta/pic/000g3d7p/g58) |  ****  
They had a few problems recording their new (totally kickass) album. Mainly, they thought everything they did sucked. We've all been there (I'm there right now! Solidarity, yo!).  
[](http://pics.livejournal.com/akire_yta/pic/000g65fs/g58) |  ****  
But they went to the mountains, went crazy ~~smoked a lot of pot~~ came back down and produced an insane album. It is during that time in the mountains that we set our scene.  
[](http://pics.livejournal.com/akire_yta/pic/000g9kr0/g58) |  ****  
Congratulations, you're now primed!  
  
(Bonus Priming Time!)  
Video clips:  
[Nine in the Afternoon](http://youtube.com/watch?v=yCto3PCn8wo)  
[That Green Gentleman](http://youtube.com/watch?v=3f3K2sEHuIM)

[Next: Smith and Smith](http://community.livejournal.com/spencerlution/20281.html#cutid1)


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